** Exhibit 10.11**

**ALCAN EXECUTIVE SHARE OPTION PLAN**

### THE PLAN** **

**1.        General Information **

The Plan wasadopted by the Board of Directors and Shareholders effective July 24, 1987 andwas amended on April 26, 1990, April 22, 1993, April 28, 2005 and December 8,2005. Its predecessor plan was originally adopted on February 5, 1981, effectiveMarch 26, 1981, by the former parent of the Company. 

The purposesof the Plan are to provide a means for encouraging key employees to obtain anincreased proprietary interest in the enterprise and an additional incentive tofurther its growth and development and to assist the Company in retaining andattracting executives with experience and ability.

The Planprovides for the granting to key employees of the Company and its Subsidiariesof Options to purchase Common Shares and, where applicable, SARs. The Committeewhich administers the Plan may determine in its sole discretion which employeesof the Company and its Subsidiaries are eligible to be granted Options.

The Plan isnot subject to any of the provisions of the United States Employee RetirementIncome Security Act of 1974 nor is it a qualified plan under Section 401(a) ofthe United States Internal Revenue Code of 1986, as amended.

**2.        Definitions **

"Alcan Group"means the Company together with its consolidated subsidiaries and othercompanies in which the Company owns, directly or indirectly, less than 50% ofthe voting stock but has significant influence over management;

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

"Change ofControl Event" 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 of Directors, or (b) it is effected for thepurpose of implementing a recapitalization of the Company, without there alsooccurring an acquisition of direct or indirect beneficial ownership of 20% ormore of the Shares of the Company by any person or group of associated personsacting together or jointly and in concert;

3.   theapproval by the Company's Shareholders of a plan for the complete or effectivedissolution of the Company;

4.   theissuance by the Company of Shares in connection with an exchange offeracquisition if such issuance results in the Shareholders holding less thantwo-thirds of the combined voting securities of the resulting entity and thereis a concurrent substantial change in the composition of the Company's Board ofDirectors;

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.   thecompletion of the corporate approvals necessary on the part of the Company togive effect to any amalgamation, merger, arrangement, reorganization,continuance or consolidation (or substantially similar transactions or series oftransactions) in respect of the Company pursuant to which the Company will notsurvive as a stand-alone publicly-traded corporation - without limitation theCompany shall be deemed not to have survived as a stand-alone publicly-tradedcorporation if (a) there is no longer a liquid market for the Shares on theToronto or New York stock exchanges, (b) more that 50% of the Shares become heldby any person or group of associated persons acting together or jointly and inconcert, or (c) the Company becomes a subsidiary of another corporation; or

7.   anyoccurrence pursuant to which individuals who were the incumbent Directors on 1November 2005 cease for any reason to constitute at least two-thirds of theCompany's Board, provided that any individual who became a Director subsequentlywhose election or appointment was approved by at least two-thirds of theincumbent Directors shall also be considered to be an incumbent Director, butfurther provided that no individual elected or appointed initially as a resultof an actual or threatened proxy contest or solicitation of proxies or inconnection with amalgamation, merger, arrangement, reorganization, consolidationor share exchange acquisition transaction (or substantially similar transactionsor series of transactions) shall be deemed to be an incumbent Director.

      For thepurposes hereof a substantial change in the composition of the Company's Boardof Directors 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.

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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 the Human Resources Committee of the Board of Directors;

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

"Company"means Alcan Inc.;

"Director"means a Director of the Company;

"EffectiveDate" means the date on which an Option is granted;

"HoldingPeriod" has the meaning set out in paragraph 11 below; 

"Market Value"means the average of the high and low prices of Shares on the Toronto StockExchange on the relevant day, or if two or more sales of Shares shall not havebeen reported for that day, on the next preceding day for which there have beentwo or more reported sales;

"Option" meansan option to purchase Common Shares granted under the Plan;

"Optionee"means a person who has been or is to be granted an Option;

"OptionPeriod" has the meaning set out in paragraph 9 below;

"Plan" meansthe Alcan Executive Share Option Plan adopted by the Company on July 24, 1987,as amended from time to time;

"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 Optionee, or

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

(iii)   theplacing of a terminated Optionee on the Company's non-active payroll in order topermit such Optionee to attain early retirement age;

"Shareholder"means a holder of Common Share(s); 

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"StockAppreciation Right" or "SAR" means a right, if granted by the Committee, toreceive from the Company, in return for the surrender to the Company of theunexercised right to subscribe for a Share pursuant to an Option, cash in anamount equal to the excess of the Market Value of such Share on the date suchright is exercised over the subscription price provided in that Option;

"Subsidiary"means any company in which the Company owns, directly or indirectly, more than50% of the voting stock;

"WaitingPeriod" means a period of at least three months commencing on the Effective Dateand such additional period, if any, as may be established by the Committee atthe time of the grant of the Option, such additional period to be subject tosuch terms and conditions, including conditions for the earlier termination ofsuch additional period, as the Committee may determine.

"YearlyAllotment" means, in respect of a calendar year, 0.75% of the Shares outstandingas at the end of the previous calendar year.

 

**3.        Administration **

The Plan shallbe administered by the Committee. The Committee shall have full and completeauthority to interpret the Plan and to prescribe such rules and regulations andmake such other determinations as it deems necessary or desirable for theadministration of the Plan.

The Committeeshall determine the grant of Options as set out in paragraph 6 below.

 

**4.        Shares Subject to Grant of Options **

Subject toapplicable laws and stock exchange rules and regulations, the Committee maygrant during any calendar year Options in respect of a maximum number of Shareswhich is the aggregate of:

(i)    theYearly Allotment, and 

(ii)    thoseportions of all previous Yearly Allotments in respect of which Options have notbeen granted,

provided thatthe aggregate number of Shares which may be issued after  March 11, 2005 (inrespect of Options already granted up to that date and Options to be grantedthereafter) shall not exceed 24,844,630 Shares, subject to adjustment inaccordance with paragraph 13, below.

 

**5.        Eligibility **

In order to beeligible for the grant of Options by the Committee as provided herein, a personmust be an employee of the Company or one of its Subsidiaries.

 

**6.        Grant of Options **

The Committeeshall from time to time designate the Optionees as well as the number of Sharesto be covered by each Option and shall fix the Effective Date of the Option. AnyOptionee may hold more than one Option.

 

**7.        Subscription Price **

Thesubscription price for each Share covered by an Option shall be established bythe Committee at not less than 100% of the Market Value of a Share on theEffective Date.

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**8.        Exercise of Option **

An Option maybe exercised in the manner prescribed by the Committee in whole at any time orin part from time to time during the Option Period or in such amounts and atsuch times during the Option Period as the Committee may determine. Thesubscription price of Shares shall be paid in full in cash at the time ofexercise of the Option.

 

**9.        Option Period **

Each Optionshall be exercisable by the Optionee during a period ("Option Period")established by the Committee at the time the Option is granted which shallcommence after the Waiting Period and shall terminate not later than ten yearsafter the Effective Date, except that:

9.1   in thecase of certain Optionees who are, or may be deemed to be, insiders of theCompany in accordance with any applicable law, the Waiting Period shall not beshorter than the period prescribed by such law;

9.2   subjectto the Option Period stated above, the Option Period shall terminate not laterthan five years after the earlier of:

(a)     thedeath of the Optionee, and 

(b)     theRetirement of the Optionee; and 

9.3   theOption Period shall (unless otherwise determined by the Committee) terminateimmediately upon the resignation of the Optionee or other termination (except ifparagraph 9.2 applies) of employment of the Optionee by the Company.

In the case ofdeath, the Optionee's estate shall have the right to exercise the Options at anytime with respect to all or from time to time with respect to any portion of theOptions which the Optionee had not previously exercised.

All rightsunder an Option unexercised in whole or in part at the termination of the OptionPeriod shall be forfeited.

 

**10.      Stock Appreciation Rights **

Each Optiongranted under the Plan may, at the discretion of the Committee, have connectedtherewith SARs in respect of one-half of the Shares covered by the Option.

Each SAR shallbe subject to the same terms and conditions as the related Option and shall beexercisable during the Option Period of the related Option except that, in thecase of certain Optionees who are, or may be deemed to be, insiders of theCompany in accordance with any applicable law, SARs may be exercised only duringthe periods permitted by such law.

Each exerciseof a SAR shall reduce by one the number of Shares covered by the related Option.However, the exercise of an Option will not reduce the number of SARs connectedwith such Option until one-half of the Shares originally subject to such Optionshall have been purchased; thereafter, each exercise of an Option shall reducethe number of SARs connected therewith by the equivalent of the number of Sharessubscribed to by reason of such exercise. Unexercised SARs shall terminate ontermination of the Option Period, together with the related Option.

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**11.      Disposal of Shares Acquired **

Shares issuedpursuant to the exercise of an Option may not be disposed of by the Optioneeuntil the expiry of such period ("Holding Period"), if any, as may be prescribedby the Committee at the time of grant of the Option, except that, if suchHolding Period has been prescribed:

11.1    in theevent of the exercise of an Option by the estate of a deceased Optionee, theestate may dispose of the related Shares immediately;

11.2    in theevent of the exercise of an Option after the Retirement of the Optionee, theOptionee may dispose of the related Shares immediately;

11.3    theCommittee may, in the light of special circumstances affecting an Optionee andat its discretion, waive any Holding Period which has been prescribed in respectof such Option; and

11.4   notwithstanding the above, in the case of certain Optionees who are, or may bedeemed to be, insiders of the Company in accordance with any applicable law, theHolding Period shall not be shorter than the period, if any, prescribed by suchlaw.

 

**12.      Non-assignable **

No Option orany interest therein shall be assignable by the Optionee otherwise than by willor the laws of descent and distribution. During the life of the Optionee, anOption shall be exercisable only by the Optionee or the Optionee's legalrepresentative.

 

**13.      Effects of Certain Transactions **

In the eventof any change in the outstanding Shares by reason of any stock dividend, stocksplit, recapitalization, merger, consolidation, combination or exchange ofShares or other similar corporate change, an equitable adjustment shall be madein the number or kind of Shares issuable under the Plan or subject tooutstanding Options or SARs and/or in the subscription price of such Sharesand/or in the formula for determining cash payable upon the exercise of SARs.Such adjustment shall be made by the Committee and shall be conclusive andbinding for all purposes of the Plan.

 

**14.      Amendment and Termination **

The Board ofDirectors may at any time and from time to time amend, suspend or terminate thePlan in whole or in part, provided however that the Board of Directors may not,without approval of the holders of a majority of the Shares present and votingin person or by proxy at a meeting of Shareholders of the Company, make anyfundamental changes to the Plan such as materially increase the benefitsaccruing to Optionees (including repricing of Options other than pursuant toparagraph 13, the extension of an Option Period, the reduction of the exerciseprice but excluding waiver in respect of Waiting Periods and similarconditions), or increase the number of Shares issuable pursuant to the Plan, ormaterially modify the requirements as to eligibility for participation in thePlan. No such amendment, suspension or termination may, without the consent ofthe Optionee to whom Options shall theretofore have been granted, adverselyaffect the rights of such Optionee.

 

**15.      Condition for Issuance of Shares **

The obligationof the Company to issue Shares pursuant to the exercise of Options shall besubject to the condition that such Shares shall have been registered with theSecurities and Exchange Commission, Washington, D.C., U.S.A. and shall have beenlisted or authorized for listing upon the relevant stock exchanges.

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**16.      Change of Control **

Upon theoccurrence of a Change of Control Event, all Options shall become immediatelyexercisable and all Waiting Periods and Holding Periods shall be waived,provided that Optionees who are, or may be deemed to be, insiders of the Companyin accordance with any applicable law shall be subject to such law.

 

**17.      Taxes **

The Company shall be entitled to withhold the amount of any tax attributable toany amounts payable or Shares deliverable under the Plan, after giving notice tothe person entitled to receive such payment or delivery, and the Company maydefer making payment or delivery as to any award, if any such tax is payable,until indemnified to its satisfaction. An Optionee may pay all or a portion ofany required withholding taxes arising in connection with the exercise of anOption by electing to have the Company withhold Shares having a fair marketvalue equal to the amount required to be withheld.

 

**18.      Governing Law**

The Plan andany actions taken in connection herewith shall be governed by and construed inaccordance with the laws of Ontario and the laws of Canada applicable therein.

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