ALCAN INC.

Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

Trustee

Eighth Supplemental Indenture

Dated as of ___, 200[ ]

Supplemental to the Indenture
dated as of May 15, 1983,
as supplemented by
a First Supplemental Indenture
dated as of January 1, 1986,
a Second Supplemental Indenture
dated as of June 30, 1989,
a Third Supplemental Indenture
dated as of July 19, 1989,
a Fourth Supplemental Indenture
dated as of July 17, 1990,
a Fifth Supplemental Indenture
dated as of January 1, 1995,
a Sixth Supplemental Indenture
dated as of April 8, 2002,
a Seventh Supplemental Indenture
dated as of [ ]

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of [ ], between Alcan Inc., a corporation duly organized and existing under the laws of Canada (the "Issuer"), and Deutsche Bank Trust Company Americas (formerly, Bankers Trust Company), a banking corporation duly organized and existing under the laws of the State of New York (the "Trustee"),

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of the Indenture dated as of May 15, 1983 between the Issuer and the Trustee, as amended by the First Supplemental Indenture thereto, dated as of January 1, 1986, the Second Supplemental Indenture thereto dated as of June 30, 1989, the Third Supplemental Indenture thereto, dated as of July 19, 1989, the Fourth Supplemental Indenture thereto, dated as of July 17, 1990, the Fifth Supplemental Indenture thereto, dated as of January 1, 1995, the Sixth Supplemental Indenture thereto, dated as of April 8, 2002, and the Seventh Supplemental Indenture thereto, dated as of [ ] (as so amended, the "Indenture"), and to provide, among other things, for the authentication, delivery and administration thereof; and the Issuer duly authorized the execution and delivery of the Indenture;

WHEREAS, [    ] series of Securities: [specify series] (such series, collectively, the "Existing Series"), have been issued pursuant to the Indenture;

WHEREAS, Section 8.1 of the Indenture provides that the Indenture may be amended without the consent of any Holder, inter alia, (i) to make provisions with respect to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable, provided that such action shall not adversely affect the interests of the Holders of Securities of any series and (ii) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3;

WHEREAS, the Issuer desires to amend, and the Trustee has consented to the amendment of, the Indenture by this Eighth Supplemental Indenture in order to add certain provisions to the Indenture with respect to future series of Securities issued under the Indenture;

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WHEREAS, the Issuer is duly authorized to execute and deliver this Eighth Supplemental Indenture, and all other things necessary to make the Indenture, as hereby supplemented and amended, a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE, in consideration of the premises and of the covenants contained in the Indenture, the Issuer and the Trustee hereby agree as follows:

SECTION 1.    Amendment to the Indenture.

Section 1.1 of the Indenture is hereby amended by deleting the definition of "Depository" and replacing therewith the following definition: "Depository" means, when used with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person or Persons designated as Depository for such series by the Issuer pursuant to Section 2.3, and if at any time there is more than one such Person, "Depository" shall mean each Depository with respect to the Securities of that series."

SECTION 2.    Ratification of the Indenture.

As hereby amended and supplemented, the Indenture is hereby ratified and its provisions confirmed in all respects. The recitals contained herein shall be taken as the statements of the Issuer and the Trustee assumes no responsibility for the validity or sufficiency of such recitals.

SECTION 3.    Miscellaneous.

(A)    Certain Capitalized Terms. Capitalized terms used but not defined in this Eighth Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture, as heretofore supplemented.

(B)    Effectiveness. This Eighth Supplemental Indenture will become effective upon its execution and delivery by the Issuer and the Trustee.

(C)    Successors and Assigns. All of the covenants, promises, stipulations and agreements of the Issuer contained in the Indenture, as supplemented and amended by this Eighth Supplemental Indenture, will bind the Issuer and its successors and assigns and will inure to the benefit of the Trustee and its successors and assigns.

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(D)    Governing Law. THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

(E)    Counterparts. This Eighth Supplemental Indenture may be executed in any number of separate counterparts each of which shall be an original; but such separate counterparts shall together constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Issuer and the Trustee hereto have caused this Eighth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.

ALCAN INC. 

By:                       

Name:

Title: 

(Corporate Seal) 

Attest: 

By:                               

Name:

Title: 

DEUTSCHE BANK TRUST COMPANY

AMERICAS,

as Trustee

By:                        

Name:

Title: 

(Corporate Seal)

Attest:

By:                               

Name:

Title:

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Canada	)
	)
Province Of Quebec	)	s.s.:
	)
District Of Montreal	)

On this __th day of [      ], 200[  ] before me personally came ____________________, to me personally known, who, being by me duly sworn, did depose and say that [s]he resides at _______________________________, that [s]he is ________________ of Alcan Inc., one of the corporations described in and which executed the above instrument; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

(SEAL)

Commissioner of Oaths

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State of New York	)
	)	s.s.:
County of New York	)

On this __th day of [      ], 200[ ] before me personally came _______________, to me personally known, who, being by me duly sworn, did depose and say that [s]he resides at ___________________, that [s]he is ________________________ of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; and that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

(NOTARIAL SEAL) 

Notary Public

State of New York No.___________

Qualified in New York County

Commission expires _________

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