**EXHIBIT 10.19**

**CHANGE OF CONTROL AGREEMENT**

**A G R E E M E N T**

Agreement made as of the 1stday of August 2002, by and between Alcan Inc., a corporation incorporated underthe laws of Canada with its registered office at 1188 Sherbrooke Street West,Montreal, Québec, Canada H3A 3G2 (the "Corporation") and Richard B. Evans,residing at 3033 de Breslay, Montreal, Quebec,Canada, H3Y 2G8,  (the "Executive").

WITNESSETH:

                        WHEREAS, the Executive is the Executive Vice President of AlcanInc.

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

                        WHEREAS,the Corporation also recognizes that the possibility of a Change of Control ofthe Corporation (as defined in Section 1 hereof), with the attendantuncertainties and risks, might result in the departure or distraction of keyemployees of the Corporation to the detriment of the Corporation and itsshareholders; and

                        WHEREAS,the Corporation has determined that it is appropriate to take steps to inducekey employees to remain with the Corporation, and to reinforce and encouragetheir continued attention and dedication, when faced with the possibility of aChange of Control of the Corporation.

                        NOW,THEREFORE, in consideration of the premises and mutual covenants hereincontained, 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 beneficialownership (as determined under Rule 13d-3 promulgated under the United StatesSecurities Exchange Act of 1934), in the aggregate, of securities of theCorporation representing twenty percent (20%) or more of the combined votingpower of the Corporation's then issued and outstanding voting securities by anyperson or entity or group of associated persons or entities (within the meaningof Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of1934) acting jointly or in concert (other than its subsidiaries or any employeebenefit plan of either) (a "Person"), provided that, if a buyback of shares bythe Corporation causes the Person to attain such limit, such limit shall bedeemed not to have been attained without such Person having acquired furthervoting securities of the Corporation; 

 

1

----

 

1.2       anyamalgamation, merger, arrangement, reorganization or consolidation in respectof the Corporation (the foregoing shall include, for the purposes of this Agreementany transaction or series of transactions, such as share exchange transactionwith the same stated or effective objective) other than:

(a)        an amalgamation, merger,arrangement, reorganization or consolidation which would result in the votingsecurities of the Corporation outstanding immediately prior thereto continuingto represent (either by remaining outstanding or by being converted into votingsecurities of the surviving or parent entity) two-thirds or more of thecombined voting power of the voting securities of the Corporation or suchsurviving, combined or parent entity outstanding immediately after suchamalgamation, merger, arrangement, reorganization or consolidation, withoutthere occurring as a result or in connection therewith any substantial changein the composition of the Corporation's Board of Directors; or

(b)        an amalgamation, merger,arrangement, reorganization or consolidation initiated by the Corporation for the purpose of implementing arecapitalization of the Corporation (or similar transaction) provided thatpursuant thereto no Person is or becomes the beneficial owner, directly orindirectly (as determined under Rule 13-d-3 promulgated under the United StatesSecurities Exchange Act of 1934), of securities representing twenty per cent(20%) or more of the contained voting power of the voting securities of theCorporation outstanding immediately after such amalgamation, merger,arrangement, reorganization or consolidation;

1.3             the approval by shareholders of the Corporation of anyplan or proposal for the complete or effective liquidation or dissolution ofthe Corporation;

1.4             the issuance by the Corporation of shares in connectionwith an exchange offer acquisition (including, for the purposes of thisAgreement, a series of connected exchange offer acquisitions), if such issuanceresults in the holders of the Corporation's principal class of publicly listedvoting shares (immediately prior to the issuance) holding less than two-thirdsof the combined voting power of the voting securities of the Corporation whichare outstanding immediately following such issuance and if there occurs inconnection therewith any substantial change in the composition of theCorporation's Board of Directors.

1.5       thesale or other disposition of all or substantially all of the assets of theCorporation other than the sale or other disposition of all or substantiallyall of the assets of the Corporation:

(a)        to a person or personswho beneficially own, directly or indirectly, at least two-thirds of the then outstandingcommon equity of the Corporation to which are attached at least two-thirds ofthe combined voting power of the outstanding voting securities of the acquirer;or

2

----

 

(b)              in a manner such that after such sale or otherdisposition the acquirer is, directly or indirectly, owned or controlled as toat least two-thirds of its then outstanding common equity to which are attachedat least two-thirds of the combined voting power of the outstanding votingsecurities of the acquirer  byshareholders of the Corporation who owned or controlled, immediately prior tosuch transaction, at least two-thirds of the Corporation's then outstandingcommon equity to which were attached at least two-thirds of the combined votingpower of the outstanding voting securities of the acquirer;

providedthat there does not occur in connection therewith any substantial change in thecomposition of the Corporation's Board of Directors.

1.6             the completion of the corporate approvals necessary onthe part of the Corporation to give effect to any amalgamation, merger,arrangement, reorganization, continuance or consolidation in respect of theCorporation (including any transaction or series of transactions with the samestated or effective objective) pursuant to which the Corporation will not surviveas a stand-alone publicly-traded corporation (in this regard, but withoutlimitation, the Corporation shall be deemed not to have survived as a publiclytraded corporation should (i) there cease to be a liquid market for theCorporation's common shares on an internationally recognized exchange,  (ii) more than fifty percent (50%) of thecorporation's outstanding common shares to which are attached more than fiftypercent (50%) of the then outstanding combined voting power of the outstandingsecurities of the Corporation be held by a single shareholder or group ofshareholders acting jointly or in concert, or (iii) the Corporation become asubsidiary, as defined in the *CanadaBusiness Corporations Act*, of another Corporation);

1.7             any occurrence pursuant to which individuals who, as ofthe close of business on the effective date of this Agreement, constitute theBoard of Directors (the "Incumbent Directors") cease for any reason toconstitute at  least two-thirds of theBoard; provided that any person becoming a Director subsequent to the close ofbusiness on the effective date of this Agreement, whose election or nominationfor election was approved by a vote of at least two-thirds of the IncumbentDirectors then on the Board of Directors (either by a specific vote or byapproval of the Management Proxy Circular of the Corporation in which suchperson is named a nominee for Director, without objection to such nomination)shall be an Incumbent Director; but further provided, that no individualelected or nominated as a Director of the Corporation initially as a result ofan actual or threatened proxy or election contest with respect to Directors, asa result of any other actual or threatened solicitation of proxies or consentsby or on behalf of any person other than the Board of Directors or as a resultof or in connection with any amalgamation, merger, arrangement, reorganization,consolidation or share exchange acquisition transaction by the Corporation withany Person, shall be deemed to be an Incumbent Director;

 

3

----

 

For the purposes of thisAgreement : (i) only the first Change of Controlafter the date hereof shall be deemed a Change of Control hereunder; (ii)voting power of securities shall be determined by reference to the right tovote in respect of the general election of Directors: (iii) a substantialchange in the composition of the Board of Directors of the Corporation shall beany change involving the immediate confirmed departure of at least threeDirectors or any other change pursuant to which the Directors in officeimmediately prior thereto cease to constitute at least two-thirds of themembers of the Board of Directors; and (iv) no event of Change of Control shallhave occurred if immediately prior thereto the Corporation was in a state ofinsolvency or in a position of being protected from its creditors by virtue ofany applicable legislation or court order.

2.     Term.  This agreement shall commence on the datehereof and shall expire, unless previously terminated as provided herein, onthe earliest of 

(i)                 30 April 2005;

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

(iii)       subjectto Section 3 hereof, the date of the retirement or other termination of theExecutive's employment (voluntarily or involuntarily) with the Corporationprior to a Change of Control; or 

(iv)             if, prior to and without causing a Change of Control,the entity for which the Executive is then working ceases to be a subsidiary,(as defined in the *Canada BusinessCorporations Act*) of the Corporation. 

Notwithstandinganything in this Agreement to the contrary, if the Corporation becomesobligated to make any payment to the Executive pursuant to the terms hereof ator prior to the expiration of this Agreement, then this Agreement shall remainin effect for such purposes until all of the Corporation's obligationshereunder are fulfilled. Further, the provisions of paragraph 9.1 hereundershall survive and remain in effect notwithstanding the termination of thisAgreement, the termination of the Executive's employment or any breach orrepudiation of alleged breach or repudiation by the Corporation of thisAgreement or any one or more of its terms.

Disability shallhave the meaning ascribed to such term in the Corporation's long-termdisability plan in which the Executive participates.  A termination for Disability shall be deemedto occur when the Executive is terminated by the Corporation by written noticeafter the disability is established and the Executive remains disabled.

3.     Termination Following Change ofControl.

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

 

4

----

In addition, notwithstanding the foregoing, in the event the Executiveis either terminated without Cause or terminates employment for Good Reasonwithin three (3) months prior the occurrence of a Change of Control, suchtermination shall, upon the occurrence of a Change of Control, be deemed to becovered under the Agreement and the Executive shall be entitled to the amountsprovided under Section 4 hereof reduced by any amounts otherwise received inconnection with his termination of employment. 

3.2       As used in thisAgreement, termination for Good Reason shall mean a termination by theExecutive within ninety (90) days after the occurrence of the Good Reasonevent, failing which such event shall not constitute Good Reason under thisAgreement. For purposes of this Agreement, "Good Reason" shall mean theoccurrence or failure to cause the occurrence of any of the following eventswithout the Executive's express written consent:

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

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

(iii)       arelocation of the Executive's principal business location to an area outsidethe country of the Executive's principal business location at the time of theChange of Control;

(iv)       a failure by theCorporation after a Change of Control to continue any annual ExecutivePerformance Award Plan, program or arrangement in which the Executive is thenentitled to participate (the "Bonus Plans"), provided that any such plan(s) maybe modified at the Corporation's discretion from time to time but shall bedeemed terminated if (x) any such plan does not remain substantially in theform in effect prior to such modification and (y) if plans providing theExecutive with substantially similar benefits are not substituted therefor("Substitute Plans"), or a failure by the Corporation to continue the Executiveas a participant in the Bonus Plans and Substitute Plans on at least the samebasis as to potential amount of the bonus and the achievability thereof as theExecutive 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 theExecutive after the Change of Control to participate in cash or equity basedlong-term incentive plans and programs other than Bonus Plans on a basisproviding the Executive in the aggregate with an annualized award value in eachfiscal year after the Change of Control at least equal to the aggregateannualized award value being provided by the Corporation to the Executive undersuch incentive plans and programs immediately prior to the Change of Control(with any awards intended not to be repeated on an annual basis allocated overthe years the awards are intended to cover);

5

----

(vi)       the failure by theCorporation to continue in effect any employee benefit program such as asaving, pension, excess pension, medical, dental, disability, accident, lifeinsurance plan or a relocation plan or policy or any other material plan,program, perquisite or policy of the Corporation intended to benefit theExecutive in which the Executive is participating at the time of a Change ofControl (or programs providing the Executive with at least substantiallysimilar benefits) other than as a result of the normal expiration of any suchemployee benefit program in accordance with its terms as in effect at the timeof a Change of Control, or taking of any action, or the failure to act, by theCorporation which would adversely affect the executive's continuedparticipation in any of such employee benefit programs on at least asfavourable a basis to the Executive as is the case  on the date of a Change of Control; or whichwould materially reduce the Executive's benefits in the future under any ofsuch employee benefit programs or deprive him of any material benefit enjoyedby the Executive at the time of a Change of Control;

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

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

For thepurposes of the foregoing, there shall be deemed to have occurred a materialdiminution in the duties and responsibilities of an Executive occupying theposition of or performing the functions normally assigned to any of the ChiefExecutive Officer or other member of the Office of the President, the ChiefFinancial Officer or the Chief Legal Officer in the event of any Change ofControl referred to in any of paragraphs 1.2 to 1.6 (inclusive) above.

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

(i)         the failure by theExecutive to attempt to substantially perform his or her duties andresponsibilities with regard to the Corporation or any affiliate (other thanany such failure resulting from the Executive's incapacity due to physical ormental illness of any such actual or anticipated failure by the Executive forGood Reason, as defined in paragraph 3.2) after demand for substantialperformance is delivered by the Corporation that specifically identifies themanner in which the Corporation believes the Executive has failed to attempt tosubstantially perform his or her duties and responsibilities and a reasonabletime for the Executive to correct or remedy;

(ii)        thewillful engaging by the Executive in misconduct in connection with theCorporation or its business which is materially injurious to the Corporationmonetarily or otherwise (including but not limited to conduct which isprohibited by the provisions of Section 9.1 herein); or

 

6

----

 

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

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

4.     CompensationUpon Termination. 

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

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

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

(c)        maintain all other benefitsand 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 ofNotice of Termination; and

(d)              not grant any options topurchase shares under the Alcan Executive Share Option Plan, nor any otherlong-term incentive plans adopted by the Corporation, to the Executive betweenthe date of Notice of Termination and the actual Date of Termination.

4.2        In the event of Termination for Cause following aChange of Control, the Corporation's obligations to the Executive under thisAgreement shall be limited to those under paragraph 4.1.  In all other cases, the Executive shall haveeach of the following additional rights and entitlements, to the extentapplicable; 

(a)               If the Executive's employment is terminated after thefirst occurrence of a Change of Control in a manner described in paragraph 3.1then, the Executive shall be entitled, without regard to any contraryprovisions of any benefit plan and subject to any express limitationshereinafter set forth, to  severance payas follows :

 

7

----

 

> 
(i)         an amount equal to 36 times the Executive's monthly basesalary as of the Date of Termination;

(ii)        anamount equal to 36 times the monthly EPA guideline amount in force as regardsthe Executive Performance Award Plan as of the Date of Termination;

(b)              the amount payable under the provisions of the TSRPerformance Plan (or its equivalent) in the event of a Change of Control,provided that the amount payable shall never be less than the amount payable tothe Executive thereunder had he retired on the Date of Termination.

Notwithstandingthe foregoing, if the Date of Termination is before the Executive's declaredretirement date and the number of months remaining to such retirement date isless than the number specified in paragraphs a(i) anda(ii) above, the number specified in each of sub-paragraphs (a)(i) and (a)(ii)above shall be replaced by the number of months remaining to such retirementdate.

4.3       The Executive may, inwriting, (in the Notice of Termination or otherwise) direct the Corporationthat the severance pay pursuant to the paragraph 4.2 hereof shall be paid, either :

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

(ii)               in 36 equal monthly installments, (or for a periodconsistent with the Corporation's practices as approved by the PersonnelCommittee of the Board) after having the Executive transferred to thenon-active payroll of the Corporation in which case all benefit plan coveragecontinue at the previous level for that same number of months except forcoverage under the Corporation's short-term and long-term disability plans,vacation program, eligibility in the Alcan Executive Share Option Plan or anyother long-term incentive plans adopted by the Corporation and perquisitebenefit (car, financial and tax counseling, club membership) all of which shallcease on Date of Termination.

            Monthly installmentspaid on the non-active payroll shall be excluded in the calculation ofpensionable earnings while the duration on the non-active payroll shall beincluded as service for calculating years of service under the Corporation'spension plans.

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

4.5       After the occurrence of aChange of Control, as defined in Section 1, all options under the Corporation'sExecutive Share Option Plan shall become immediately exercisable and allwaiting periods and holding periods, as defined in such plan, shall be waived.

 

8

----

 

5.     Notice of Termination.  After a Change of Control, any purportedtermination of the Executive's employment (other than by reason of death) shallbe communicated by written Notice of Termination from one party hereto to theother party hereto in accordance with Section 13.  For purposes of this Agreement, a "Notice ofTermination" shall mean a notice which shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive's employment.  The "Date ofNotice of Termination" is the date, determined in accordance with Section 13below, when the Notice of Termination is deemed to have been given.  

6.    Date of Termination.  "Date of Termination", with respect to anypurported termination of the Executive's employment after a Change of Control,shall mean the date specified in the Notice of Termination.  In the case of a termination by theCorporation, the Date of Termination shall not be less than thirty (30) daysafter the Change of Control except in the case of a termination for Cause whichshall be the date specified in the Notice of Termination.  In the case of a termination by the Executivefor Good Reason, the Date of Termination shall not be earlier than 90 daysafter the Change of Control. In the event of Notice of Termination by theCorporation, the Executive may treat such notice as having a date oftermination at any date between the date of the receipt of such notice and thedate of termination indicated in the Notice of Termination by the Corporation;provided, that the Executive must give the Corporation written notice of theDate of Termination if he or she deems it to have occurred prior to the Date ofTermination indicated in the notice.

7.    No Duty to Mitigate/Set-off.  The Corporation agrees that if theExecutive's employment with the Corporation is terminated pursuant to thisAgreement during the term of this Agreement, the Executive shall not berequired to seek other employment or to attempt in any way to reduce anyamounts payable to the Executive by the Corporation pursuant to this Agreement.Further, the amount of any payment or benefit provided for in this Agreementshall not be reduced by any compensation earned by the Executive or benefitprovided to the Executive as the result of employment by another employer orotherwise. Except as otherwise provided herein and apart from any disagreementbetween the Executive and the Corporation concerning interpretation of thisAgreement or any term or provision hereof, the Corporation's obligations tomake the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any circumstances, includingwithout limitation, any set-off, counterclaim, recoupment, defense or otherright which the Corporation may have against the Executive.

8.    Service with Subsidiaries or theCorporation.  For purposes of thisAgreement, employment by the Corporation or subsidiary (as defined in the *Canada Business Corporations Act*) of theCorporation shall be deemed to be employment by the Corporation and referencesto the Corporation shall include all such entities, except that the paymentobligation hereunder shall be solely that of the Corporation. A Change ofControl, however, as used in this Agreement, shall refer only to a Change ofControl of Alcan Inc. 

 

9

----

 

9.         Confidentiality and Non-CompetitionUndertakings.

9.1       Without prejudice to anyother confidentiality undertakings or obligations by which the Executive may bebound in favor of the Corporation, the Executive shall not at any time duringthe term of this Agreement, or thereafter, directly or indirectly, for anyreason whatsoever, communicate or disclose to any unauthorized person, firm orcorporation, or use for the Executive's own account, without the prior writtenconsent of the Board of Directors, any proprietary processes, trade secrets orother confidential data or information of the Corporation and its related and affiliatedcompanies concerning their businesses or affairs, accounts, products, servicesor customers, it being understood, however, that the obligations set forth inthis Section shall not apply to the extent that the aforesaid matters (i) aredisclosed 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 theExecutive's wrongful act or omission.

9.2       Upon the occurrence of aChange of Control, any non-competition agreement between the Corporation andthe Executive shall be considered null and void.  For the purposes of this Agreement, anon-competition agreement shall include, without limitation, any provisionrestricting the Executive's freedom to seek or obtain employment or invest inor advise any corporation or business.

10.   Successors - Binding Agreement.  In addition to any obligations imposed by lawupon any successor to the Corporation, the Corporation will require anysuccessor (whether direct or indirect, by purchase, amalgamation, merger,arrangement, reorganization, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Corporation to expresslyassume and agree in writing to perform this Agreement in the same manner and tothe same extent that the Corporation would be required to perform it if no suchsuccession had taken place. This Agreement shall inure to the benefit of and beenforceable by the Executive's personal or legal representatives, executors,administrators, successors and heirs. If the Executive shall die aftertermination of his employment while any amount would still be payable to theExecutive hereunder if the Executive had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms ofthis Agreement to the executors, personal representatives or administrators ofthe Executive's estate. This Agreement is personal to the Executive and neitherthis Agreement nor any rights hereunder may be assigned by the Executive.

11.  Miscellaneous. No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing andsigned by the Executive and such officer as may be specifically designated bythe Board of Directors. No waiver by either party hereto at any time of anybreach by the other party hereto of, or compliance with, any condition orprovision shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time. This Agreement andthe Employment Agreement constitute the entire agreement between the partieshereto pertaining to the subject matter hereof. No agreements orrepresentations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not expresslyset forth in this Agreement or the Employment Agreement. All references to anylaw shall be deemed also to refer to any successor provisions to such laws.

 

10

----

 

12.    Counterparts.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

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

            (i)         If to the Corporation, to:

                        Alcan  Inc.                        1188Sherbrooke Street West                        Montreal,Quebec                        H3A3G2

                        Attention:  Corporate Secretary

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

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

14.   Severability.  If any provisions of this Agreement shall bedeclared to be invalid or unenforceable, in whole or in part, such invalidityor unenforceability shall not affect the remaining provisions hereof whichshall remain in full force and effect.

15.   Legal Fees.  In the event the Corporation does not makethe payments due hereunder on a timely basis and the Executive collects anypart or all of the payments provided for hereunder or otherwise successfullyenforces the terms of this Agreement by or through -legal counsel, theCorporation shall pay all costs of such collection or enforcement, includingreasonable legal fees and other reasonable fees and expenses which theExecutive may incur. The Corporation shall pay to the Executive interest at theprime lending rate as announced from time to time by Royal Bank of Canada onall or any part of any amount to be paid to Executive hereunder that is notpaid when due. The prime rate for each calendar quarter shall be the prime ratein effect on the first day of the calendar quarter.

 

11

----

 

 

16.    Non-Exclusivity of rights.  Except as otherwise specifically providedtherein, (i) nothing in this Agreement shall prevent or limit the Executive'scontinuing or future participation in any benefit, bonus, incentive, equity orother plan or program provided by the Corporation and for which the Executivemay qualify, nor (ii) shall anything herein limit or otherwise prejudice suchrights as the Executive may have under any other currently existing plan,agreement as to employment or severance from employment with the Corporation orstatutory entitlements, provided, that to the extent such amounts are paidunder paragraph 4.2(a) hereof or otherwise, such amounts shall be offsetagainst any amounts that the Executive is entitled to under any other program,plan, agreement or statute, including without limitation the EmploymentAgreement. Amounts that are vested benefits or which the Executive is otherwiseentitled to receive under any plan or program of the Corporation, at orsubsequent to the date of termination shall be payable in accordance with suchplan or program, except as otherwise specifically provided herein or in theEmployment Agreement.

17.    Not an Agreement of Employment.  This is not an agreement assuring employmentand the Corporation reserves the right to terminate the Executive's employmentat any time with or without cause, subject to the Employment Agreement and thepayment provisions hereof if such termination is after, or within three (3)months prior to, a Change of Control, as defined herein. The Executiveacknowledges that he is aware that he shall have no claim against the Corporationhereunder or for deprivation of the right to receive the amounts hereunder as aresult of any termination that does not satisfy the requirements hereof or as aresult of any other action taken by the Corporation. The foregoing shall notaffect 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 ofQuebec.

19.   English Language.  The parties hereto declare that they requirethat this Agreement and any related documents be drawn up and executed inEnglish.

            Les parties déclarent qu'elles requièrent que cette convention ainsi quetous documents relatifs à cette convention soient rédigés et exécutés enanglais.

**IN WITNESS WHEREOF**, the Corporation has caused this Agreement to beduly executed and the Executive has hereunto set his hand as of the date firstset forth above.

                                                                                

| ALCANINC.                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                     |
| By:       _______________________                                                                          |
|                     Gaston Ouellet        |
|                                                                                                                                     |
| EXECUTIVE                                                                                                                                |
| ____________________________                                                                                                             |
|                      RichardB. Evans |

 

 

12