**Exhibit 10.19**

	 

**ALCAN INC.**

**DEFERRED	SHARE UNIT PLAN**

**FOR**

**NON‐EXECUTIVE DIRECTORS**

** **

	 

	 

	 

**Amended and	restated as of 8 December 2005**

	 
**TABLE OF CONTENTS**
 
	 

1.    	PURPOSE AND DEFINITIONS.	 

2.    	CONSTRUCTION AND INTERPRETATION.	

3.    	ELIGIBILITY MEMBERSHIP AND RETIREMENT.	

4.    	BENEFITS.	

5.    	BENEFICIARIES AND CLAIMS FOR BENEFITS.	

6.    	ADMINISTRATION.	

7.    	NON‐ALIENATION.	

 
**1.      PURPOSE ANDDEFINITIONS**

1.1          Purpose

            Thepurpose of this Plan is to enhance the Company's ability to attract and retaintalented individuals to serve as members of the Board of Directors of theCompany and to promote a greater alignment of interests between Members and theshareholders of the Company.

 

1.2          Definitions

           Unless the context indicates otherwise, the following terms have the followingmeanings:

 

(a)     "Account"means a book account maintained by the Company reflecting the Units credited toeach Member pursuant to Article 4.1.

(b)     "AverageShare Price" means the average of the closing sale prices for board lots for theShares on The Toronto Stock Exchange and for record lots for the Shares asreported on the New York Stork Exchange ‐ Consolidated Trading, on each dayduring the last five trading days prior to the date on which Units are awardedwith respect to a Quarter pursuant to Articles 4.1.1 and 4.1.2, the dividenddeclaration date (pursuant to Article 4.1.3) or the redemption date (pursuant toArticles 4.2, 4.3 and 4.4, as applicable), any currency conversion being made atthe Bank of Canada noon rate of exchange on the relevant day.

(c)     "Board"means the board of directors of the Company.

(d)     "Changeof Control" means any of the following: 

1.   theacquisition of direct or indirect beneficial ownership of 50% or more of theShares of the Company by any person or group of associated persons actingtogether or jointly and in concert;

2.   anyamalgamation, merger, arrangement, reorganization or consolidation (orsubstantially similar transactions or series of transactions) in respect of theCompany, other than where (a) the Shares of the Company after the transactionwould continue to represent two-thirds or more of the combined voting securitiesof the resulting entity, without a concurrent substantial change in thecomposition of the Company's Board, 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 approvalby the Company's Shareholders of a plan for the complete or effectivedissolution of the Company;

4.   the issuanceby the Company of Shares in connection with an exchange offer acquisition ifsuch issuance 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;

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5.   the sale ofall or substantially all of the assets of the Company, other than (a) to anowner or owners of at least two-thirds of the Company's Shares, or (b) in amanner so that the acquirer is thereafter controlled as to at least two-thirdsof its voting securities by the owner or owners of at least two-thirds of theCompany's Shares, provided in each case that there is no concurrent substantialchange in the composition of the Company's Board of Directors;

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

7.   any occurrencepursuant to which individuals who were the incumbent Directors on 1 November2005 cease for any reason to constitute at least two-thirds of the Company'sBoard, provided that any individual who became a Director subsequently whoseelection or appointment was approved by at least two-thirds of the incumbentDirectors shall also be considered to be an incumbent Director, but furtherprovided that no individual elected or appointed initially as a result of anactual or threatened proxy contest or solicitation of proxies or in connectionwith amalgamation, 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 purposeshereof a substantial change in the composition of the Company's Board ofDirectors shall be any change involving the departure of at least threeDirectors or any other change pursuant to which the Directors in office priorthereto cease to constitute at least two-thirds of the members of the Board.  Inaddition, any "change of control event" which occurs for the purposes of achange of control agreement in force between the Company and an employee of theCompany or one of its subsidiaries as of the date hereof shall be deemed to be aChange of Control Event hereunder in relation to that employee. 

(e)      "Committee"means any committee of the Board and any successor committee (and includes theHuman Resources Committee).

(f)       "Company"means Alcan Inc. and any successor corporation whether by amalgamation, mergeror otherwise.

(g)     "Director" means a director ofthe Company.

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(h)     "Employee" means an employee(otherwise than in the capacity of a director) of the Company or of any companyin which the Company holds more than fifty percent of the outstanding votingshares.

(i)       "Director'sAnnual Remuneration" means all amounts payable to a Non-Executive Director bythe Company in respect of the services provided to the Company by theNon-Executive Director in a calendar year.

(j)       "Member"means an individual who joins the Plan in accordance with Article 3.

(k)     "Non-ExecutiveDirector" means a Director of the Company who is not an Employee.

(l)       "HumanResources Committee" means the Human Resources Committee of the Board and anysuccessor committee.

(m)    "Plan"means this *Alcan Inc. Deferred Share Unit Plan for Non-Executive Directors*,as amended by the Board from time to time.

(n)     "Quarter"means a period of three consecutive calendar months commencing on the first dayof the months of January, April, July or October, as the case may be.

(o)     "RetirementDate" means the date on which a Member ceases to be a Director (subject toArticle 4.5).

(p)     "Secretary"means the Secretary of the Company.

(q)    "Share" means a common share ofthe Company.

(r)      "Spouse"means the person, who, on the day preceding the death of a Member, is the personwho has been designated in accordance with Article 5.1 of the Plan and who islegally married to the Member or, in the event the Member is not married, theperson who qualifies as a spouse under the laws applying to the Plan.

(s)    "Unit" means a unit ofmeasurement for record-keeping purposes under the Plan, and shall includefractional units.

**2.   CONSTRUCTIONAND INTERPRETATION**

2.1         ThePlan was effective as of 1 April, 2001 and was amended on 8 December 2005.

2.2         ThePlan shall be governed and interpreted in accordance with the laws of theProvince of Quebec and the applicable laws of Canada.

2.3          Ifany provision of the Plan is determined to be void or unenforceable in whole orin part, such determination shall not affect the validity or enforcement of anyother provision or part thereof.

2.4         Headings are for referencepurposes only and do not limit or extend the meaning of the provisions of thePlan.

2.5          Referencesto the masculine include the feminine; references to the singular shall includethe plural and *vice versa*.

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**3.    ELIGIBILITYMEMBERSHIP AND RETIREMENT**

3.1          Everyperson who is a Non‐Executive Director on 1 April, 2001 shall be eligible tobecome a Member as of that date.

3.2          Everyperson who becomes a Non‐Executive Director after 1 April, 2001 shall beeligible to become a Member as of the date he becomes such a Director.

3.3          Uponbecoming eligible to become a Member, the Director shall signify his intentionof becoming a Member by signing a form prescribed for this purpose anddelivering it to the Secretary. Membership in the Plan becomes effective uponreceipt by the Secretary of such duly executed prescribed form.

3.4          Subjectto Article 4.5, a Member shall be deemed to retire on the date he ceases to be aDirector.

3.5          Nothingherein shall be deemed to give any Member the right to be retained as a Directorof the Company.

**4.    BENEFITS**

4.1       Calculationof Benefits

       4.1.1      *AnnualCompensation of Non-Executive Directors*

                              Effective 1 April, 2001, each Member will receivehis Director's Annual Remuneration payable quarterly for the Quarter commencing1 April, 2001 and for each subsequent Quarter as follows:
-  50% in Units; and50% in Units or cash, as elected by the	Member pursuant to Article 4.1.2
                              Notwithstanding the provisions set out above inthis Article 4.1.1, the Human Resources Committee shall have the right, in itssole discretion, to require payment of a Member's Director's Annual Remunerationsolely in cash or Units or a combination of cash and Units as determined by theHuman Resources Committee.

                              Units granted to a Member pursuant to this Article4.1.1 or Article 4.1.2 shall be credited to the Member's Account on the firstday following the end of every applicable Quarter.  The portion of Director'sAnnual Remuneration payable in cash in respect of a Quarter pursuant to thisArticle 4.1.1 shall be paid as soon as practicable after the last day of theapplicable Quarter.

                              The number of Units (including fractional Units)to be credited on each of the dates prescribed in this Article 4.1.1 shall bedetermined by dividing the amount of the Director's Annual Remuneration to besatisfied by Units on such date by the Average Share Price on such date.

                              Any currency conversion required for the purposesof this Article 4.1 shall be made at the Bank of Canada noon rate of exchange onthe relevant day.

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4.1.2      *Electionto Receive Units*

                              To elect a form or forms of payment of Director'sAnnual Remuneration pursuant to Article 4.1.1(b) for the year in which this Planbecomes effective, the Member shall complete and deliver to the Secretary aninitial written election by no later than 15 business days before the last dayof the Quarter commencing on or immediately after the effective date of thisPlan, respecting the Director's Annual Remuneration payable for such Quarter andthe remaining Quarters for that year.  To elect a change in the form of paymentof Director's Annual Remuneration for subsequent years, the Member shallcomplete and deliver to the Secretary a new written election by no later thanthe last business day of the year preceding the first year in which theDirector's Annual Remuneration to which such election applies becomes payable. The Member's election under this Article 4.1.2 should be in a form prescribed bythe Human Resources Committee and shall designate the percentage of hisDirector's Annual Remuneration that is (i) to be satisfied by Units, and (ii) tobe paid in cash, such designation to be in whole percentages only.

                              In the absence of a new election made inaccordance with this Article 4.1.2, the Member's election for the latest yearwith respect to the percentage of the Director's Annual Remuneration that is tobe satisfied by Units and paid in cash shall continue to apply to all subsequentDirector's Annual Remuneration payments payable pursuant to the Plan until theMember submits another written election in accordance with this Article 4.1.2. An election shall be irrevocable for the year commencing immediately followingthe date of the election and for any subsequent year unless the Member makes anew election in accordance with this Article 4.1.2 by the last business day ofthe year immediately prior to the year in respect of which the new election isintended to apply.

                              If no election is made, and no prior electionremains effective, or if the Member does not make an initial election inaccordance with this Article 4.1.2, the Member shall be deemed to have electedthe Director's Annual Remuneration payable to him pursuant to Article 4.1.1(b)to be paid in cash.

4.1.3      *Dividends*

In respect ofevery cash dividend declared on the Shares, each Member's Account will becredited 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
*divided by*
the		Average Share Price.
The credit ofsuch additional Units shall be made on the dividend declaration date.

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4.1.4      *CertainAdjustments*

In the event ofa reorganization, recapitalization, reclassification, stock split, stockdividend, combination of shares, merger, amalgamation or consolidation, or thesale, conveyance, lease or other transfer by the Company of all or substantiallyall of the assets of the Company, pursuant to any of which such events the thenoutstanding Shares are split or combined or changed into, become exchangeable atthe holder's election for, or entitle the holder thereof to, other shares ofstock, or any similar change in the Shares or other similar event, each Member'sAccount shall be adjusted in an equitable manner to reflect such change or otherevent. Such adjustment shall be made by the Human Resources Committee and shallbe conclusive and binding for all purposes of the Plan.  Except as provided forin this Article, Members shall have no other rights as a result of any change inthe Shares or of any other event.

For greatercertainty, no amount will be paid to, or in respect of, a Member under the Planor pursuant to any other arrangement, and no additional Units will be granted tosuch Member to compensate for a downward fluctuation in the price of Shares, norwill any other form of benefit be conferred upon, or in respect of, a Member forsuch purpose.

4.2       Paymentof Benefits on Retirement

4.2.1      Ona Member's Retirement Date, the Member will be able to redeem the Units creditedto his Account by filing a written notice of redemption with the Secretary,specifying a redemption date of at least 5 business days from the delivery ofthe said notice to the Company but no later that 15 December of the firstcalendar year commencing after the Director's Retirement Date.  The Unitscredited to such Member's Account will then be multiplied by the Average SharePrice on such redemption date. In any event, the payment of the Member'sbenefits under the Plan will take place no later than 31 December of the firstcalendar year commencing after the Director's Retirement Date.

If a Memberfails to advise the Company of his selection of a redemption date within theabove‐mentioned period, the redemption date shall be considered to be 15December of the first calendar year commencing after the Director's RetirementDate.

4.2.2      Thevalue of the redeemed Units shall be paid by the Company to the Member as soonas possible after the determination of the redemption date and the deduction ofappropriate taxes and other required withholdings (if any), at the Member'soption, in either:

(a)                cash,

(b)                Shares, or 

(c)                a combination thereof.

In the case ofa payment in Shares, the Company will purchase the Shares on the open market,through a broker, on behalf of the Member.  If, after the broker applies thevalue of a Member's Units to the purchase of whole Shares as provided in thisArticle 4.2.2, an amount remains payable under

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the Plan inrespect of a Member, the Company shall pay such amount in cash, net ofapplicable withholdings, to the Member or the Member's spouse or legalrepresentative, as applicable.

4.3       Benefits Before Retirement

4.3.1      *Death*

In the event ofdeath of a Member prior to the Retirement Date, the Spouse of such Member, orwhere there is no surviving Spouse, the Member's legal representative, shall beable to redeem the Units credited to the Member's Account by filing a writtennotice of redemption with the Secretary, specifying a redemption date of atleast 5 business days from the delivery of the said notice to the Company but nolater than 15 December of the first calendar year commencing after the death ofthe Member.  The same conditions of payment will then apply to the Spouse (orthe Member's legal representative, as the case may be) as they would haveapplied to the Member had he retired on that date.

4.4       DeathAfter Retirement

In the eventthat a Member dies after the Retirement Date, the Spouse of such Member, orwhere there is no surviving Spouse the Member's legal representative, shall,provided the Member had not already done so, be able to redeem the Unitscredited to the Member's Account by filing a written notice of redemption withthe Secretary, specifying a redemption date of at least 5 business days from thedelivery of the said notice to the Company but no later than 15 December of thefirst calendar year commencing after the death of the Member. The sameconditions of payment will then apply to the Spouse (or the Member's legalrepresentative, as the case may be) as they would have applied to the Member.

 

4.5       Changeof Control Event 

In the event ofdeath or retirement of a Member within twelve months of a Change of Event of theCompany, the Units credited to his Account shall be redeemed on date of death orretirement. The Units credited to such Member's Account will be multiplied bythe Average Share Price on the date of a Change of Control Event.

The value ofthe redeemed Units shall be paid by the Company to the Member no later thantwelve months from the Change of Control Event.

 

In the event ofdeath or retirement of a Member more than twelve months after the Change ofControl Event of the Company, the Units credited to his Account shall be subjectto the redemption procedure, described above in Articles 4.2, 4.3 and 4.4.

 

4.6       Suspensionof Benefits upon becoming an Employee 

4.6.1      *Directorbecoming an Employee*

                              If a Member becomes an Employee but continues tobe a Director, his membership in the Plan shall be suspended effective the dateof the commencement of his employment and shall resume upon termination of suchemployment.

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                              If prior to the termination of his employment,such Employee Director ceases to be a Director, such Member will be deemed toretire on the date he ceases to be an Employee.

4.7       Taxes

All benefitspaid under the Plan or in respect of a Member who is not a resident of Canada tothe extent attributable to services performed in Canada are subject toapplicable tax legislation.

 

4.8       Currency

4.8.1      UnlessArticle 4.7.2 applies, all benefits under the Plan shall be determined in thesame currency as the Director's Annual Remuneration.

4.8.2      AMember or his Spouse, or where there is no surviving Spouse the Member's legalrepresentative, may request the Company to pay his benefits in a currency otherthan the designated currency under Article 4.7.1, in which event the currencyconversion shall be made at the Bank of Canada noon rate of exchange on the daypreceding the date of payment.

**5.   BENEFICIARIESAND CLAIMS FOR BENEFITS**

5.1       EveryMember, upon becoming a Member, shall advise the Secretary in writing of thename and address of his Spouse on a prescribed form. Every Member shall advisethe Company of any change in such information.

5.2       Inthe event of death of a Member and provided that there is a surviving Spouse,the benefits under the Plan shall only be paid to the Spouse of such Member asnamed on the latest filing on the prescribed form which has been delivered tothe Secretary. Where there is no surviving Spouse, the benefits under the Planshall be paid to the Member's legal representative pursuant to Articles 4.3 and4.4.

**6.   ADMINISTRATION**

6.1      Unlessotherwise determined by the Board, the Plan shall remain an unfunded obligationof the Company and all benefits payable to or in respect of Members under thePlan represent merely unfunded, unsecured promises of the Company to pay a sumof money to the Members in the future.

6.2       ThePlan shall be administered by the Human Resources Committee and any questionregarding the proper administration of the Plan or the construction of any termof the Plan shall be resolved by the Human Resources Committee, in its solediscretion.

6.3       ThePlan may be amended or terminated at any time by the Board, except as to rightsalready accrued hereunder by the Members.  Notwithstanding the foregoing, anyamendment or termination of the Plan shall be such that the Plan continuouslymeets the requirements of paragraph 6801(d) of the regulations under the *Income Tax Act* (Canada) or any successor to such provision. The Board willelect the termination date of the Plan.

6.4       Forthe purpose of the above Article 6.3, the accrued right in respect of a Memberprior to his Retirement Date shall be a right to receive benefits in accordancewith the 

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            terms of the Plan up to but excluding the date of the amendment or terminationof the Plan.

6.5       Ifthe Plan is terminated, the value of all DSUs in the Member's Account will bedetermined by multiplying the number of Units by the Average Share Price on thedate of the termination of the Plan. The Units shall be redeemed as soon aspossible following the date of termination of the Plan.

6.6       The Company shall keep accurateand detailed records of all transactions for all Accounts and provide quarterlybenefit statements to Members.

6.7       Allexpenses associated with the establishment, maintenance and termination of thisPlan shall be borne by the Company.

**7.   NON‐ALIENATION**

7.1       Exceptas provided for herein, no transfer by a Member of any right to any payment orbenefit under the Plan, whether voluntary or involuntary, by operation of law orotherwise, 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 soalienate, sell, transfer, pledge, attach, charge or otherwise encumber any suchamount, whether presently or thereafter payable shall be void and of no force oreffect.

 

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