DEFERRED SHARE UNIT PLAN FOR NON‑EXECUTIVE DIRECTORS

TABLE OF CONTENTS

1.       PURPOSE AND DEFINITIONS

1.1           Purpose

            The purpose of this Plan is to enhance the Company's ability to attract and retain talented individuals to serve as members of the Board of Directors of the Company and to promote a greater alignment of interests between Members and the shareholders of the Company.

1.2           Definitions

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

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

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

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

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

1.   the acquisition of direct or indirect beneficial ownership of 50% or more of the Shares of the Company by any person or group of associated persons acting together or jointly and in concert;

2.   any amalgamation, merger, arrangement, reorganization or consolidation (or substantially similar transactions or series of transactions) in respect of the Company, other than where (a) the Shares of the Company after the transaction would continue to represent two-thirds or more of the combined voting securities of the resulting entity, without a concurrent substantial change in the composition of the Company's Board, or (b) it is effected for the purpose of implementing a recapitalization of the Company, without there also occurring an acquisition of direct or indirect beneficial ownership of 20% or more of the Shares of the Company by any person or group of associated persons acting together or jointly and in concert;

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

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

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

6.   the completion of the corporate approvals necessary on the part of the Company to give effect to any amalgamation, merger, arrangement, reorganization, continuance or consolidation (or substantially similar transactions or series of transactions) in respect of the Company pursuant to which the Company will not survive as a stand-alone publicly-traded corporation - without limitation the Company shall be 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 York stock exchanges, (b) more that 50% of the Shares become held by any person or group of associated persons acting together or jointly and in concert, or (c) the Company becomes a subsidiary of another corporation; or

7.   any occurrence pursuant to which individuals who were the incumbent Directors on 1 November 2005 cease for any reason to constitute at least two-thirds of the Company's Board, provided that any individual who became a Director subsequently whose election or appointment was approved by at least two-thirds of the incumbent Directors shall also be considered to be an incumbent Director, but further provided that no individual elected or appointed initially as a result of an actual or threatened proxy contest or solicitation of proxies or in connection with amalgamation, merger, arrangement, reorganization, consolidation or share exchange acquisition transaction (or substantially similar transactions or series of transactions) shall be deemed to be an incumbent Director.

For the purposes hereof a substantial change in the composition of the Company's Board of Directors shall be any change involving the departure of at least three Directors or any other change pursuant to which the Directors in office prior thereto cease to constitute 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 control agreement in force between the Company and an employee of the Company or one of its subsidiaries as of the date hereof shall be deemed to be a Change of Control Event hereunder in relation to that employee. 

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

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

(g)      "Director" means a director of the Company.

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

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

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

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

(l)       "Human Resources Committee" means the Human Resources Committee of the Board and any successor 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 day of the months of January, April, July or October, as the case may be.

(o)     "Retirement Date" means the date on which a Member ceases to be a Director (subject to Article 4.5).

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

(q)     "Share" means a common share of the Company.

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

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

2.   CONSTRUCTION AND INTERPRETATION

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

2.2         The Plan shall be governed and interpreted in accordance with the laws of the Province of Quebec and the applicable laws of Canada.

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

2.4          Headings are for reference purposes only and do not limit or extend the meaning of the provisions of the Plan.

2.5          References to the masculine include the feminine; references to the singular shall include the plural and vice versa .

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3.    ELIGIBILITY MEMBERSHIP AND RETIREMENT

3.1          Every person who is a Non‑Executive Director on 1 April, 2001 shall be eligible to become a Member as of that date.

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

3.3          Upon becoming eligible to become a Member, the Director shall signify his intention of becoming a Member by signing a form prescribed for this purpose and delivering it to the Secretary. Membership in the Plan becomes effective upon receipt by the Secretary of such duly executed prescribed form.

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

3.5          Nothing herein shall be deemed to give any Member the right to be retained as a Director of the Company.

4.    BENEFITS

4.1        Calc