S-8

As filed with the Securities and Exchange Commission on December 24, 2003

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALCAN INC
(Exact name of registrant as specified in its charter)

CANADA
(State or other jurisdiction of incorporation or organization) NOT-APPLICABLE
(I.R.S. Employer Identification No.)

1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
514-848-8000
(Address of principal executive offices, including zip code)

Pechiney Stock Option Plan of June 26, 1996

Pechiney Stock Option Plan of September 16, 1997

Pechiney Stock Option Plan of November 25, 1998

Pechiney Stock Option Plan of June 2, 1999

Pechiney Stock Option Plan of November 8, 1999

Pechiney Stock Option Plan of December 22, 2000

Pechiney Stock Option Plan of July 25, 2001

Pechiney Stock Option Plan of March 28, 2002

Pechiney Stock Option Plan of April 3, 2003

(Full title of the plan)

Roy Millington, Secretary
Alcan Inc
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
514-848-8000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Scott D. Miller
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
650-461-5600

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered (1)	Amount to be registered	Proposed Maximum offering price per share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of registration fee
Common Stock	505,950	$                                    44.76	$                                22,646,322	$                        1,833

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement is also deemed to register an indeterminate amount of plan interests.

(2) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.    Plan Information

The document(s) containing the information specified in Item 1 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this registration statement.

Item 2.    Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in Item 2 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference

The following documents of Alcan Inc. (the "Company"), previously filed with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as amended by the Company's amendment to such annual report on From 10-K/A filed on September 11, 2003;

2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, as amended by the Company's amendment to such quarterly report on Form 10-Q/A filed September 11, 2003;

3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003;

4. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003; and

5. Current Reports on Form 8-K, dated (i) January 21, 2003; (ii) May 2, 2003, as amended by the Company's amendment to such current report on Form 8-K/A filed on August 1, 2003; (iii) July 8, 2003; (iv) September 11, 2003; (v) September 15, 2003; (vi) October 22, 2003 (information included under Item 5); (vii) November 18, 2003; (viii) November 25, 2003; (ix) December 3, 2003 and (x) December 9, 2003.

other than the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. Information furnished under Item 9 or Item 12 of our current reports on Form 8-K is not incorporated by reference in this prospectus. We furnished information under Item 12 of our current reports on Form 8-K filed on April 16, 2003, July 22, 2003 and October 22, 2003.

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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) or the Securities Exchange Act of 1934 after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents other that the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities

Not applicable.

Item 5.    Interests of Named Experts and Counsel

Not applicable.

Item 6.    Indemnification of Directors and Officers

The Canada Business Corporations Act (the "Act"), the governing act to which Alcan Inc. (the "Corporation") is subject, provides that,

1. a corporation may indemnify a Director or Officer of the Corporation, a former Director or Officer of the Corporation or another individual who acts or acted at the Corporation's request as a Director or Officer or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

2. a corporation may advance moneys to a Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to paragraph (1). However, the individual shall repay the moneys if he or she does not fulfill the conditions of paragraph (3).

3. a corporation may not indemnify an individual under paragraph (1) , unless the individual

1. acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and

2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

4. A Corporation may with the approval of a court indemnify a person referred to in paragraph (1), or advance moneys under paragraph (2), in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the Corporation or other entity as described in paragraph (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfils the conditions set out in paragraph (3).

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5. Despite paragraph (1), an individual referred to in paragraph (1) is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the Corporation or other entity as described in paragraph (1), if the individual seeking indemnity:

1. was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

2. fulfils the conditions set out in paragraph (3).

The Directors' Standing Resolution pertaining to indemnification of Directors and Officers of the Corporation represents, in general terms, the extent to which Directors and Officers may be indemnified by the Company under the Act. This resolution provides as follows:

"17. (1) INDEMNITY - Subject to the limitations contained in the governing Act but without limit to the right of the Corporation to indemnify as provided for in the Act, the Corporation shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Corporation's request as a Director or Officer of a body corporate of which the Corporation is or was a Shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or at the Corporation's request on behalf of any such body corporate) and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding to which he is made a party by reason of being or having been a Director or Officer of the Corporation or such body corporate or by re ason of having undertaken such liability.

(2) ADVANCE OF COSTS - The Corporation shall advance moneys to a Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfill the conditions of subsection (3).

(3) LIMITATION - The Corporation may not indemnify an individual under subsection (1) unless the individual

(a) acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful."

The Corporation also has an insurance policy covering Directors and Officers of the Corporation and of its subsidiaries against certain liabilities which might be incurred by them in their capacities as such, but excluding those claims for which such insured persons could be indemnified by the Corporation or its subsidiaries.

Item 7.    Exemption from Registration Claimed

Not applicable.

Item 8.    Exhibits

3.1 Restated Articles of Incorporation of Alcan Inc., are incorporated by reference to Exhibit 3 to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2002.

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3.2 By-law No. 1A of Alcan Inc. is incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K of the Company for the year ended December 31, 1987.

3.2.1 Amendment to By-law No. 1A of Alcan Inc. is incorporated by reference to exhibit 3.2 to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002.

                4.1.1    Pechiney Stock Option Plan of June 26, 1996

                4.1.2    Pechiney Stock Option Plan of September 16, 1997

                4.1.3    Pechiney Stock Option Plan of November 25, 1998

                4.1.4    Pechiney Stock Option Plan of June 2, 1999

                4.1.5    Pechiney Stock Option Plan of November 8, 1999

                4.1.6    Pechiney Stock Option Plan of December 22, 2000

                4.1.7    Pechiney Stock Option Plan of July 25, 2001

                4.1.8    Pechiney Stock Option Plan of March 28, 2002

                4.1.9    Pechiney Stock Option Plan of April 3, 2003

4.2 Form of Liquidity Agreement.

5.1 Opinion of Roy Millington, as to the legality of securities.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Roy Millington (included in Exhibit 5.1).

Item 9.    Undertakings

1. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

1. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

2. to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

3. to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement of any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Sections 13 or 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at termination of the offering.

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2. The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of a ppropriate jurisdiction the question whether such indemnification by it is against public policy expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Canada on this day of December 24, 2003.

ALCAN INC.
By:	/s/ Travis Engen
	Name: Travis Engen
	Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Travis Engen
Travis Engen	Director, President and Chief Executive Officer (Principal Executive Officer)	December 24, 2003
Roland Berger	Director	December 24, 2003
/s/ L. Denis Desautels
L. Denis Desautels	Director	December 24, 2003
/s/ L. Yves Fortier
L. Yves Fortier	Chairman of the Board	December 24, 2003
/s/ William R. Loomis, Jr.
W.R. Loomis, Jr.	Director	December 24, 2003
Christine Morin-Postel	Director	December 24, 2003
/s/ J. E. Newall
J.E. Newall	Director	December 24, 2003
/s/ Guy Saint-Pierre
Guy Saint-Pierre	Director	December 24, 2003
/s/ Gerhard Schulmeyer
Gerhard Schulmeyer	Director	December 24, 2003
/s/ Paul M. Tellier
Paul M. Tellier	Director
/s/ Milton K. Wong
Milton K. Wong	Director	December 24, 2003
/s/ Geoffery E. Merszei
Geoffery E. Merszei	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 24, 2003

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Signature

/s/ Thomas J. Harrington
Thomas J. Harrington	Vice President and Controller (Principal Accounting Officer)	December 24, 2003
/s/ Gordon Becker
Gordon Becker	Authorized Representative in the United States of America	December 24, 2003

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EX-4

EX-4

Exhibit 4.1.2

STOCK OPTION PLAN

OF SEPTEMBER 16, 1997

SUMMARY OF PLAN TERMS FOR

PLAN PARTICIPANTS RESIDENT OUTSIDE FRANCE

PECHINEY

TABLE OF CONTENTS

GENERAL PRINCIPLES	1
LEGAL CONTEXT	2
DESCRIPTION OF THE PLAN	2
EXERCISE OF OPTIONS	4
FINANCING OPTION EXERCISE	5
TAXATION AND CERTAIN CHARACTERISTICS OF OPTION SHARES	5
TRANSFER OF SHARES	6
ADMINISTRATION OF THE PLAN	8

For additional information contact:

PECHINEY:	M. Pierre MEYNARD
	Directeur de la Gestion des Cadres
La BNP:	CENTRE DES EMETTEURS ET TRANSACTIONS TITRES -
	TITRES NOMINATIFS EMETTEURS - SERVICE PLANS D'OPTIONS
	8, rue Sofia
	75450 PARIS CEDEX 09
	FRANCE

The following is a summary in English of the principal provisions of the Stock Option Plan of Pechiney of September 16, 1997 (the "Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of Pechiney held on September 16, 1997, which defines the terms and conditions applicable to the Option Plan. A copy of such minutes, which are in French, is available for inspection upon request addressed to Pechiney.

GENERAL PRINCIPLES

A stock option plan is a mechanism for affording selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options. The objective is to enable these beneficiaries (referred to in this summary as "participants" in the Option Plan) to participate in any future appreciation in the price of the stock, and thereby provide participants with an incentive to contribute to the continued success of the company.

The options granted under this Option Plan will be exercisable from September 16, 2002 until September 15, 2007 in accordance with the procedures described in section 5, page 4.

Shares acquired under the Option Plan will be newly issued shares of PECHINEY, and option exercise will be treated for accounting purposes an increase in the capitalization of PECHINEY.

An award of options does not give rise to any obligation on the part of the participant to exercise the option; the decision whether or not to exercise is entirely within the control of the participant, and each participant is advised to consult his or her own professional financial and tax advisors with respect to a decision whether or not to exercise options awarded under the Option Plan.

LEGAL CONTEXT

The Option Plan is subject to the following provisions of French law:

-- The French law of December 31, 1970, incorporated in the law of July 24, 1996, at articles 208-1 to 208-8-2;

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-- The French decree of application of June 7, 1971, incorporated in the decree of March 23, 1967, and.

In applying these provisions, the Extraordinary General Meeting of the shareholders of PECHINEY held on June 25, 1997 and December 16, 1997, authorized the Board of Directors of PECHINEY (the "Board") to award options to subscribe for ordinary shares of PECHINEY to selected managers and salaried employees of the PECHINEY group and defined the general principles applicable for such award and exercise of the options. On September 16, 1997, the Board utilized a portion of this authority in awarding the options covered by the Option Plan, and

-- The French law of December 27, 1996 relating to the financing of the French Social Security System, as amended from time to time, and subject to the applicable French regulations relating to the implementation of the above provisions.

DESCRIPTION OF THE PLAN

1.                 Participants

Selected executives and managers of the PECHINEY Group have been designated by the Board as participants in the Option Plan and have been awarded options thereunder.

2.                 Definition of Options

Each participant has received (or will receive) a notice of grant informing him or her of the grant of an option under the Option Plan and indicating:

                    - the number of shares subject to the option

                    - the exercise price

                    - the period during which the option may be exercised

                    - the conditions to exercise of the option

3.                 Exercise Price

The exercise price of all options under the Option Plan is 256.54 French francs per share, which corresponds to 95% of the average of the opening prices of PECHINEY stock on the Paris Bourse during the 20 trading days preceding the date on which options under the Option Plan were granted by the Board.

This exercise price applies only to options awarded under the Option Plan; if PECHINEY subsequently awards additional options, the exercise price applicable to such options may be different.

Such exercise price represents the price to be paid by the participant on the date at which the participant decides to exercise his/her options and subscribe for the new shares of PECHINEY subject to these options.

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4.                 Changes in Capital

In general, the number of shares subject to options granted under the Option Plan, and the exercise price, are fixed for the entire term of the option. Nevertheless, in order to maintain the intended benefits for the participants, French law provides for adjustments in the event of certain modifications in the capital of the company, e.g. a share capital increase by way of distribution of free shares.

Example: In the event of a distribution of one additional free share for each five shares outstanding, an option to purchase 100 shares at an exercise price of 258 French francs per share would be adjusted and would thereafter represent an option to purchase 120 shares (= 6/5 x 100 shares) at a per share exercise price of 215 French francs (= 5/6 x 258 French francs). The aggregate exercise price of the option would continue to be 25,800 French francs (= 100 x FF 258 = 120 x FF 215).

5.                 Exercisability

Options awarded under the Option Plan are not immediately exercisable. Participants may exercise options, in whole or in part and at one or several times from September 16, 2002 to September 15, 2007 inclusive. Each exercise must be for a minimum of 10% of the total number of shares subject to the option.

In the event of certain transactions affecting the capital of the company, the Board reserves the possibility of temporarily suspending the exercise of options, for up to a maximum of three months.

EXERCISE OF OPTIONS

1.                 Conditions to Exercise

Except as otherwise decided by the Pechiney Board of Directors, options granted under the Option Plan will be cancelled and cease to be exercisable (in whole or in part) by a participant :

- who has resigned, whose employment has been terminated for any reason or who has been laid off. For these purposes, the date of postmark of an employee's letter of resignation or of notice of termination or lay-off will be considered the date as of which the condition of continued employment is no longer satisfied (unless some other date is specified in such letter or notice) ; or

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- who ceases to be an employee, executive or manager of PECHINEY or any of its affiliates (as defined in article 208-4 of the French Company law) pursuant to the sale by PECHINEY, whether directly or indirectly of its participation in the share capital or of its interest in the Company in which a participant holds a position.

Notwithstanding the foregoing, in the event of retirement (including early retirement), total or partial disability, the participant will be entitled to exercise his or her options for the remaining term thereof, i.e. until September 15, 2007, subject to the other terms and conditions of the Option Plan.

Options, and the right to exercise options, may not be sold or transferred (by gift or otherwise) except that, upon death, the participant's executor or other legal representative may exercise the option, to the extent it is exercisable, during the six months following the date of death (but in no event later than September 15, 2007).

2.                 Method of Exercise

To exercise an option, a participant should address the following documents to PECHINEY (attention: Monsieur MEYNARD, Directeur de la Gestion des Cadres):

                    -         a Notice of Option Exercise (a copy of which is attached to this Summary), duly completed and signed

                    -         a check or money order for the full amount of the exercise price, payable to the order of PECHINEY. (See "Financing of Option Exercise" below).

The date of receipt of the Notice of Option Exercise by PECHINEY will constitute the date of exercise.

A confirmation (see "Administration of the Plan" below) will be sent to the participant within several days by the Centre des Emetteurs et Transactions Titres of the BANQUE NATIONALE DE PARIS, which has been authorized by PECHINEY to perform certain administrative functions under the Option Plan.

In case of partial exercise, the participant will use, for any later exercise, the detachable portion of the foregoing confirmation, which will constitute a new Notice of Option Exercise.

FINANCING OPTION EXERCISE

The amount of the exercise price relating to the portion of the option being exercised must be paid in full at the time of exercise.

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Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his or her bank or other financial institution.

Participants will be permitted to pledge shares acquired pursuant to the Option Plan to secure indebtedness incurred to finance exercise of options.

TAXATION AND CERTAIN CHARACTERISTICS OF OPTION SHARES

1.                 Taxation Generally

The tax consequences of participation in the Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options. Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the Option Plan.

Participants who are citizens or residents of the United States will receive a summary of United States federal income tax consequences.

2.                 Shares to be in Registered Form

All shares issued upon exercise of options awarded under the Option Plan will be in registered form. This requirement arises from French tax rules.

Shares will be registered in an individual account established in the name of the participant at the BANQUE NATIONALE DE PARIS (CENTRE DES EMETTEURS ET TRANSACTIONS TITRES).

No account maintenance or administrative charges will be assessed against participants for so long as their shares are kept in registered form with the Centre des Emetteurs et Transactions Titres of BANQUE NATIONALE DE PARIS.

3.                 Dividends

Shares issued upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year in which the exercise occurs.

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In particular, such shares will be entitled to any dividends declared in respect of the year of exercise;payment of any such dividend will be made during the following fiscal year. Pechiney's fiscal year begins on January 1 and ends on December 31.

The following examples illustrate these principles:

                    - Shares acquired upon option exercise in, for example, November 2002 will be entitled to the dividend (if any) for fiscal year 2002, which will be paid in the year 2003. Upon admission to trading on the Paris Bourse, such shares will trade with earlier issued shares of PECHINEY.

                    - Shares acquired upon option exercise in January 2003 will not be entitled to any dividend for fiscal year 2002, which will be paid in the year 2003, but only to any dividend for fiscal year 2003. Because these shares will not be entitled to the dividend (if any) for fiscal year 2002, their trading value is expected initially to be less than that of other shares previously issued, they will temporarily be traded separately from other Pechiney shares. (See "Transfer of Shares" below.) Upon payment of the dividend for the fiscal year 2002, the shares issued upon option exercise will be assimilated to earlier issued shares and will no longer trade separately.

TRANSFER OF SHARES

1.                 General Principles

Shares issued upon exercise of options may be freely sold, transferred or otherwise disposed of upon their admission to trading on the Paris Bourse.

Nevertheless, each participant is responsible for following the internal procedures adopted by the Pechiney Board of Directors on March 29, 1996 and periodically updated by the Board concerning the prevention of the utilization or communication of privileged information. A copy of the updated compliance procedures will be made available to each participant.

2.                 Comments

Certain participants will wish to hold shares acquired upon option exercise in order to benefit from any future growth of the PECHINEY Group. Others, for various reasons, will prefer to sell these shares, taking into account the price of the stock on the Paris Bourse as well as the tax rules applicable in their country of residence.

By virtue of the French tax regulations, shares issued under the Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares. As shares can be sold on the Paris Bourse only in bearer form, participants will be required to effect this conversion prior to transfer.

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Shares that are acquired upon option exercise between January 1 and the date of payment of the dividend relating to the preceding fiscal year, and that are sold during this interim period, will be traded separately from other shares previously issued by PECHINEY and are expected to trade at a lower price than these other PECHINEY shares. In addition, participants wishing to sell shares under these circumstances may experiences delays in effecting their transactions, as shares listed on a "second line" tend to be thinly traded.

Admission of shares issued upon option exercise to trading on the Paris Bourse requires an administrative delay of approximately ten trading days. No sale order relating to such shares may be executed until the end of this period.

3.                 Practical Considerations

In order to sell shares issued upon option exercise, a participant may elect either of the two following methods:

                    1) The participant may transfer shares to his or her financial institution, which will then execute the sale.

A participant wishing to sell shares through his or her financial institution should address the following documents to the Centre des emetteurs et transactions Titres of the BANQUE NATIONALE DE PARIS¹:

                                        - A Request for Conversion to Bearer Form, duly completed and signed (copy attached as Annex I)

                                        - Address and reference information for the bank, brokerage firm or other institution to which the shares will be transferred; in particular, participants should furnish a recent account statement, cancelled check (in the case of a bank) or other document showing the account number and reference numbers to identify the financial institution.

Note: Transfer of shares to accounts situated outside of France often results in significant delays, regardless of the country involved; these delays may be as long as several weeks, depending on the financial institution involved.

¹    Address: BNP, Centre des Emetteurs et Transactions Titres, Titres Nominatifs Emetteurs, Plans d'Options, 8 rue Sofia, 75450 Paris, France.

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                    2) The participant may request the BANQUE NATIONALE DE PARIS to execute a sale of shares. It should be noted that BANQUE NATIONALE DE PARIS may only execute a trade "à tout prix", which means that the sale order will be executed at the current market price at the time of the transaction.

                    A participant wishing to sell shares through BANQUE NATIONALE DE PARIS should address the following documents to the CENTRE DES EMETTEURS ET TRANSACTIONS TITRES:

                    - Request for Conversion to Bearer Form and Order to Sell, duly completed and signed (copy attached as Annex II)

                    - Address and reference information for the account to which the sale proceeds (net of expenses and, if applicable, taxes) will be transferred; in particular, participants should furnish a recent account statement, cancelled check or other document showing the account number and reference numbers to identify the bank or other financial institution.

                    For transactions effected through BANQUE NATIONALE DE PARIS, a processing fee will be assessed by the Centre de Traitement of BANQUE NATIONALE DE PARIS; this fee will be in addition to brokerage fees. Fees will be deducted from the proceeds of the sale.

                    Sale through BANQUE NATIONALE DE PARIS will require a delay of several days.

ADMINISTRATION OF THE PLAN

Certain administrative responsibilities concerning shares issued upon exercise of options will be handled by BANQUE NATIONAL DE PARIS.

1.                 Option Exercise

A confirmation of option exercise setting forth the following information will be sent to participants following each exercise of options:

                    - The date of option exercise

                    - The number of shares purchased

                    - The period of "fiscal unavailability" of shares purchased (relevant only for participants who are residents of France for tax purposes)

                    - The aggregate exercise price of the shares purchased

9

                    - Gain realized upon exercise

                    - Number of shares remaining subject to the participant's option (if applicable).

2.                 Annual Statement

In January or February of each year, each participant who exercised all or part of his or her option during the preceding year will receive a statement indicating the number of shares acquired upon option exercise and the date of acquisition. For participants who are residents of France for tax purposes, this document must be attached to their income tax return.

In addition, a statement summarizing conversions from registered to bearer form and other transfers of ownership during the period of "fiscal unavailability" will be sent by BANQUE NATIONALE DE PARIS to the relevant participants.

Copies of the foregoing statements will be sent to PECHINEY to enable it to fulfill its legal obligations.

EX-4

Exhibit 4.1.3

STOCK OPTION PLAN

OF NOVEMBER 25, 1998

_______________

SUMMARY OF PLAN TERMS

for participants resident outiside france

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	7
Financing for exercise of options	8
Practical considerations	8

Exhibit 1: Request for conversion of shares into bearer form

Exhibit : Request for conversion of shares into bearer form and order to sell

Notice for exercise of options

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BANQUE NATIONALE DE PARIS	CENTRE DES EMETTEURS ET TRANSACTIONS TITRES ACTIONNAIRES TITRES NOMINATIFS SERVICEPLANS D'OPTIONS 75450 PARIS CEDEX 09 FRANCE

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of November 25, 1998 (the "1998 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on November 25, 1998, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the 1998 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the 1998 Option Plan will be exercisable from November 25, 2003 until November 24, 2008 inclusive (see "Exercise of options" in section  page 4 and section Œ page 8).

Each option awarded under the 1998 Option Plan gives right to purchase a newly issued share of PECHINEY and the share capital of PECHINEY will, therefore, be increased accordingly.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the 1998 Option Plan (see "Taxation" page 7 and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The 1998 Stock Option Plan is subject to the following provisions of French law:

• articles 208-1 to 208-8-2 of the French law no. 66-537 of July 24, 1966,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on June 25, 1997 and December 16, 1997 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for subscription of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On November 25, 1998, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the 1998 Option Plan which, in aggregate, gives the right to purchase 337,500 additional shares to be issued by PECHINEY.

DESCRIPTION OF THE PLAN

Œ      Participants

Options under the 1998 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article 208-4 of the French law no. 66-537 of July 24, 1966, who have been designated by the Board of Directors of PECHINEY on November 25, 1998.

      Awarding of options

Each participant has received a notice informing him/her of the grant of options under the 1998 Option Plan and indicating:

          - the number of shares he/she is entitled to purchase under options awarded;

          - the exercise price of each option awarded to the participant;

          - the period during which each option may be exercised;

          - the other conditions to exercise each option.

Ž       Exercise price

The exercise price of each option under the 1998 Option Plan is 179.56 French francs (i.e., 27.37 euros) per share, which corresponds to 95% of the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the1998 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the 1998 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to subscribe for the new shares to which these options give right.

       Exercise of options

Each participant may exercise his/her options at one or several times from November 25, 2003 to November 24, 2008 inclusive.

Nevertheless, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

       Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the 1998 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article 208-4 of the French law of July 2, 1966, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the 1998 Option Plan may be exercised before November 25, 2003 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on June 2, 1999.

‘       Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article 208-5 of the French law no. 66-537 of July 24, 1966 provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash).

Example (*) : distribution of reserves in cash for an amount of 10 French francs per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 240 French francs:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 180 French francs per share;

• at the time of distribution, the exercise price is reduced on the basis of the ratio between the amount per share to be distributed and the market value of each share (i.e. 180 French
  francs - 180 x 10 = 172.50 French francs) ⁽¹⁾ ;

                                240

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 180/172.50 = 521.74 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 522 shares to be purchased for an exercise price of 172.50 French francs per share) ⁽²⁾.

(*) The 180 French francs purchase price does not correspond to the purchase price applicable under the 1998 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

Œ       Shares to be in registered form

All shares issued upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of banque nationale de paris (centre des emetteurs et transactions titres), which is in charge of handling the 1998 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares issued upon exercise of options are kept in registered form with the centre des emetteurs et transactions titres of banque nationale de paris.

       Rights to dividends

Shares issued upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in November 2003 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2004 in respect of the fiscal year ending December 31, 2003 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2004 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2004 in respect of the fiscal year ending December 31, 2003, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2005 in respect of the fiscal year starting on the 1^st of January 2004.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2003, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2003, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

Œ       General principles

Shares issued upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

       Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the 1998 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the 1998 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the 1998 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the 1998 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

Œ       Exercise of options

To exercise his/her options, a participant will have to address the following documents to PECHINEY (to the attention of Monsieur Pierre Meynard - Directeur de la Gestion des Cadres) (see address page 2):

• a notice for exercise of options (attached herewith) duly completed and signed; and

• a check or money order denominated in euros or French francs for the full amount of the exercise price, payable to PECHINEY.

The date of receipt by PECHINEY of the notice for exercise of options will constitute the date of exercise.

A confirmation of the exercise of options will be sent to the participant within several days by the centre des emetteurs et transactions titres of BANQUE NATIONALE DE PARIS, which is in charge of performing certain administrative duties under the 1998 Option Plan. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

       Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to address the following documents to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2):

• a request for conversion of shares into bearer form, duly completed and signed (see exhibit 1), including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE : Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

b) the participant may request banque nationale de paris to execute the sale of the shares. It should be noted that banque nationale de paris may only execute a trade "à tout prix", which means that the sale order will be executed at the current market price at the time of the transaction.

A participant wishing to sell shares through banque nationale de paris would have to address the following documents by fax to bnp - cett - atn - plan d'options :

• a request for conversion of shares into bearer form and order to sell, duly completed and signed (see exhibit 2), including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through banque nationale de paris, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

In addition, the originals would have to sent by mail or courier to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2) for confirmation purpose.

exhibit 1

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM

STOCK OPTION PLAN OF NOVEMBER 25, 1998

I, the undersigned, (1)r Mrs (1)r Miss (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of            shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of November 25, 1998,

1) hereby request the following shares to be converted into bearer form:

                                                                                    (number of shares spelled out) shares purchased on

                                                                                    (number of shares spelled out) shares purchased on

(number of shares spelled out) shares purchased on

Above-mentioned shares are converted into bearer form:

            (1) r before November 25, 2003 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after November 25, 2003

2) hereby request these shares to be transferred to my following account:

no.

bank                                                                                                               branch

Enclosed: (1)r account information form         (1)r cancelled check         (1)(2)r other document

                                                                                                                            Signed in                                 , on                                                

(Signature)

(1) Please indicate as appropriate

(2) Showing the account number and reference numbers to identify the bank or other financial institution

exhibit 2

To be sent by fax to

Banque Nationale de Paris

cett - atn - plans d'options

(+ 33.1.40.14.79.78)

and originals by mail or

courier for confirmation

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM AND ORDER TO SELL

STOCK OPTION PLAN OF NOVEMBER 25, 1998

I, the undersigned, (1)r Mrs (1)r Miss (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of November 25, 1998,

1) hereby request the following shares to be converted into bearer form:

                                                                                                            (number of shares spelled out) shares purchased on

                                                                                                            (number of shares spelled out) shares purchased on

                                                                                                            (number of shares spelled out) shares purchased on

Above-mentioned shares are converted into bearer form:

            (1) r before November 25, 2003 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after November 25, 2003

2) hereby request the sale (2), at the current price (i.e., «a tout prix»), of:

                                                                                                                                                                       & nbsp;                                (number of shares spelled out) shares of PECHINEY

3) hereby request the net proceeds of the sale to be credited to my following account:

no.                                                                                                                                                                     &nbs p;  

bank                                                                                                                              branch

Enclosed:     (1)r account information form         (1)r cancelled check         (1)(3)r other document

I am sending the original of this document for confirmation by mail or courier

to bnp - c.e.t.t. - a.t.n. - plans d'options - 75450 paris cedex 09 - france.

                                                                                                                             Signed in                                 , on                                                

(Signature)

(1)Please indicate as appropriate

(2)The order to sell cannot be executed until such time as the shares have been issued and listed if the order to sell is given at the same time as the options are exercised

(3)Showing the account number and reference numbers to identify the bank or other financial institution

EX-4

Exhibit 4.1.4

STOCK OPTION PLAN

OF JUNE 2, 1999

_______________

SUMMARY OF PLAN TERMS

for participants resident outiside france

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	7
Financing for exercise of options	8
Practical considerations	8

Exhibit 1: Request for conversion of shares into bearer form

Exhibit : Request for conversion of shares into bearer form and order to sell

Notice for exercise of options

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BANQUE NATIONALE DE PARIS	CENTRE DES EMETTEURS ET TRANSACTIONS TITRES ACTIONNAIRES TITRES NOMINATIFS SERVICEPLANS D'OPTIONS 75450 PARIS CEDEX 09 FRANCE

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of June 2, 1999 (the "1999 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on June 2, 1999, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the 1999 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the 1999 Option Plan will be exercisable from June 3, 2004 until June 2, 2009 inclusive (see "Exercise of options" in section  page 4 and section Œ page 8).

Each option awarded under the 1999 Option Plan gives right to purchase a newly issued share of PECHINEY and the share capital of PECHINEY will, therefore, be increased accordingly.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the 1999 Option Plan (see "Taxation" page 7 and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The 1999 Stock Option Plan is subject to the following provisions of French law:

• articles 208-1 to 208-8-2 of the French law no. 66-537 of July 24, 1966,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on June 25, 1997 and December 16, 1997 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for subscription of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On June 2, 1999, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the 1998 Option Plan which, in aggregate, gives the right to purchase 302,000 additional shares to be issued by PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the 1999 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article 208-4 of the French law no. 66-537 of July 24, 1966, who have been designated by the Board of Directors of PECHINEY on June 2, 1999.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the 1999 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the 1999 Option Plan is 252.00 French francs (i.e., 38.42 euros) per share, which corresponds to 95% of the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the1999 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the 1999 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to subscribe for the new shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from June 3, 2004 to June 2, 2009 inclusive.

Nevertheless, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the 1999 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article 208-4 of the French law of July 2, 1966, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the 1999 Option Plan may be exercised before June 3, 2004 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on June 2, 1999.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article 208-5 of the French law no. 66-537 of July 24, 1966 provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash).

Example (*) : distribution of reserves in cash for an amount of 10 French francs per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 300 French francs:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 250 French francs per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio between the amount per share to be distributed and the market value of each share (i.e. 180 French
  francs - 250 x 10 = 241.67 French francs) ⁽¹⁾ ;

                                300

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 250/241.67 = 517.23 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 518 shares to be purchased for an exercise price of 241.67 French francs per share) ⁽²⁾.

(*) The 250 French francs purchase price does not correspond to the purchase price applicable under the 1999 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares issued upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of banque nationale de paris (centre des emetteurs et transactions titres), which is in charge of handling the 1999 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares issued upon exercise of options are kept in registered form with the centre des emetteurs et transactions titres of banque nationale de paris.

 Rights to dividends

Shares issued upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2004 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2005 in respect of the fiscal year ending December 31, 2004 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2005 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2005 in respect of the fiscal year ending December 31, 2004, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year starting on the 1^st of January 2005.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2004, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2004, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares issued upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the 1999 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the 1999 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the 1999 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the 1999 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents to PECHINEY (to the attention of Monsieur Pierre Meynard - Directeur de la Gestion des Cadres) (see address page 2):

• a notice for exercise of options (attached herewith) duly completed and signed; and

• a check or money order denominated in euros or French francs for the full amount of the exercise price, payable to PECHINEY.

The date of receipt by PECHINEY of the notice for exercise of options will constitute the date of exercise.

A confirmation of the exercise of options will be sent to the participant within several days by the centre des emetteurs et transactions titres of BANQUE NATIONALE DE PARIS, which is in charge of performing certain administrative duties under the 1999 Option Plan. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to address the following documents to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2):

• a request for conversion of shares into bearer form, duly completed and signed (see exhibit 1), including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE : Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

b) the participant may request banque nationale de paris to execute the sale of the shares. It should be noted that banque nationale de paris may only execute a trade "à tout prix", which means that the sale order will be executed at the current market price at the time of the transaction.

A participant wishing to sell shares through banque nationale de paris would have to address the following documents by fax to bnp - cett - atn - plan d'options :

• a request for conversion of shares into bearer form and order to sell, duly completed and signed (see exhibit 2), including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through banque nationale de paris, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

In addition, the originals would have to sent by mail or courier to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2) for confirmation purpose.

exhibit 1

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM

STOCK OPTION PLAN OF JUNE 2, 1999

I, the undersigned,     (1)r Mrs     (1)r Miss     (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of                     shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of June 2, 1999,

1) hereby request the following shares to be converted into bearer form:

                                                                                                                    (number of shares spelled out) shares purchased on

                                                                                                                    (number of shares spelled out) shares purchased on

                                                                                                                    (number of shares spelled out) shares purchased on

Above-mentioned shares are converted into bearer form:

(1) r before June 3, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

(1) r on or after June 3, 2004

2) hereby request these shares to be transferred to my following account:

no.                                                                                                                                                                     &nbs p;                                                                                                                  

bank                                                                                                         branch

Enclosed: (1)r account information form     (1)r cancelled check     (1)(2)r other document

Signed in                             , on                                               

(Signature)

(1) Please indicate as appropriate

(2) Showing the account number and reference numbers to identify the bank or other financial institution

exhibit 2

To be sent by fax to

Banque Nationale de Paris

cett - atn - plans d'options

(+ 33.1.40.14.79.78)

and originals by mail or

courier for confirmation

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM AND ORDER TO SELL

STOCK OPTION PLAN OF JUNE 2, 1999

I, the undersigned, (1)r Mrs (1)r Miss (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of                    shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of June 2, 1999,

1) hereby request the following shares to be converted into bearer form:

                                                                                                                (number of shares spelled out) shares purchased on

                                                                                                                (number of shares spelled out) shares purchased on

                                                                                                                (number of shares spelled out) shares purchased on

Above-mentioned shares are converted into bearer form:

            (1) r before June 3, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after June 3, 2004

2) hereby request the sale (2), at the market price (i.e., «a tout prix»), of:

                                                                                                                                                                       & nbsp;                                (number of shares spelled out) shares of PECHINEY

3) hereby request the net proceeds of the sale to be credited to my following account:

no.                                                                                                                                                                     &nbs p;  

bank                                                                                                                          branch

Enclosed: (1)r account information form     (1)r cancelled check     (1)(3)r other document

I am sending the original of this document for confirmation by mail or courier

to bnp - c.e.t.t. - a.t.n. - plans d'options - 75450 paris cedex 09 - france.

Signed in                         , on                                                

(Signature)

(1)Please indicate as appropriate

(2)The order to sell cannot be executed until such time as the shares have been issued and listed if the order to sell is given at the same time as the options are exercised

(3)Showing the account number and reference numbers to identify the bank or other financial institution

EX-4

Exhibit 4.1.5

STOCK OPTION PLAN

OF NOVEMBER 8, 1999

_______________

SUMMARY OF PLAN TERMS

for participants resident outiside france

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	7
Financing for exercise of options	8
Practical considerations	8

Exhibit 1: Request for conversion of shares into bearer form

Exhibit : Request for conversion of shares into bearer form and order to sell

Notice for exercise of options

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BANQUE NATIONALE DE PARIS	CENTRE DES EMETTEURS ET TRANSACTIONS TITRES ACTIONNAIRES TITRES NOMINATIFS SERVICEPLANS D'OPTIONS 75450 PARIS CEDEX 09 FRANCE

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of November 8, 1999 (the "Nov 1999 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on November 8, 1999, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the Nov 1999 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the Nov 1999 Option Plan will be exercisable from November 9, 2004 until November 8, 2009 inclusive (see "Exercise of options" in section  page 4 and section Œ page 8).

Each option awarded under the Nov 1999 Option Plan gives right to purchase a newly issued share of PECHINEY and the share capital of PECHINEY will, therefore, be increased accordingly.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the Nov 1999 Option Plan (see "Taxation" page 7 and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The Nov 1999 Stock Option Plan is subject to the following provisions of French law:

• articles 208-1 to 208-8-2 of the French law no. 66-537 of July 24, 1966,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on June 25, 1997 and December 16, 1997 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for subscription of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On November 8, 1999, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the Nov 1999 Option Plan which, in aggregate, gives the right to purchase 373,000 additional shares to be issued by PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the Nov 1999 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article 208-4 of the French law no. 66-537 of July 24, 1966, who have been designated by the Board of Directors of PECHINEY on November 8, 1999.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the Nov 1999 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the Nov 1999 Option Plan is 51.28 euros (i.e., 336.37 French francs) per share, which corresponds to 95% of the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the Nov 1999 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the Nov 1999 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to subscribe for the new shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from November 9, 2004 to November 8, 2009 inclusive.

Nevertheless, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the Nov 1999 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article 208-4 of the French law of July 24, 1966, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the Nov 1999 Option Plan may be exercised before November 9, 2004 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on June 2, 1999.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article 208-5 of the French law no. 66-537 of July 24, 1966 provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash as a special dividend).

Example (*) : distribution of reserves in cash for an amount of 6 euros per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 61 euros:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 51 euros per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio
  between the amount per share to be distributed and the market value of each share
  (i.e. 51 euros - 51 x 6 = 45.98 euros) ⁽¹⁾ ;

                                            61

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 51/45.98 = 554.58 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 555 shares to be purchased for an exercise price of 45.98 euros per share) ⁽²⁾.

(*) The 51 euros purchase price does not correspond to the purchase price applicable under the Nov 1999 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares issued upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of banque nationale de paris (centre des emetteurs et transactions titres), which is in charge of handling the Nov 1999 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares issued upon exercise of options are kept in registered form with the centre des emetteurs et transactions titres of banque nationale de paris.

 Rights to dividends

Shares issued upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2004 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2005 in respect of the fiscal year ending December 31, 2004 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2005 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2005 in respect of the fiscal year ending December 31, 2004, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year starting on the 1^st of January 2005.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2004, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2004, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares issued upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the Nov 1999 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the Nov 1999 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the Nov 1999 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the Nov 1999 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents to PECHINEY (to the attention of Monsieur Pierre Meynard - Directeur de la Gestion des Cadres) (see address page 2):

• a notice for exercise of options (attached herewith) duly completed and signed; and

• a check or money order denominated in euros or French francs for the full amount of the exercise price, payable to PECHINEY.

The date of receipt by PECHINEY of the notice for exercise of options will constitute the date of exercise.

A confirmation of the exercise of options will be sent to the participant within several days by the centre des emetteurs et transactions titres of BANQUE NATIONALE DE PARIS, which is in charge of performing certain administrative duties under the Nov 1999 Option Plan. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to address the following documents to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2):

• a request for conversion of shares into bearer form, duly completed and signed (see exhibit 1), including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE : Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

b) the participant may request banque nationale de paris to execute the sale of the shares. It should be noted that banque nationale de paris may only execute a trade "à tout prix", which means that the sale order will be executed at the current market price at the time of the transaction.

A participant wishing to sell shares through banque nationale de paris would have to address the following documents by fax to bnp - cett - atn - plan d'options :

• a request for conversion of shares into bearer form and order to sell, duly completed and signed (see exhibit 2), including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through banque nationale de paris, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

In addition, the originals would have to sent by mail or courier to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2) for confirmation purpose.

exhibit 1

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM

STOCK OPTION PLAN OF NOVEMBER 8, 1999

I, the undersigned,     (1)r Mrs     (1)r Miss     (1)r Mr

last name                                                                                                                                                                     &nb sp;                                                                                                      

first and middle name

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of               shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of November 8, 1999,

1) hereby request the following shares to be converted into bearer form:

                                                                                                        (number of shares spelled out) shares purchased on

                                                                                                        (number of shares spelled out) shares purchased on                                                                              

                                                                                                        (number of shares spelled out) shares purchased on                                                                              

Above-mentioned shares are converted into bearer form:

            (1) r before November 9, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after November 9, 2004

2) hereby request these shares to be transferred to my following account:

no.

bank                                                                                                      branch

Enclosed: (1)r account information form (1)r cancelled check (1)(2)r other document

Signed in                             , on                                               

(Signature)

(1) Please indicate as appropriate

(2) Showing the account number and reference numbers to identify the bank or other financial institution

exhibit 2

To be sent by fax to

Banque Nationale de Paris

cett - atn - plans d'options

(+ 33.1.40.14.79.78)

and originals by mail or

courier for confirmation

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM AND ORDER TO SELL

STOCK OPTION PLAN OF NOVEMBER 8, 1999

I, the undersigned,     (1)r Mrs     (1)r Miss     (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of                shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of November 8, 1999,

1) hereby request the following shares to be converted into bearer form:

                                                                                            (number of shares spelled out) shares purchased on                                                                                     

                                                                                            (number of shares spelled out) shares purchased on                                                                                

                                                                                            (number of shares spelled out) shares purchased on                                                                                

Above-mentioned shares are converted into bearer form:

            (1) r before November 9, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after November 9, 2004

2) hereby request the sale (2), at the market price (i.e., «a tout prix»), of:

(number of shares spelled out) shares of PECHINEY

3) hereby request the net proceeds of the sale to be credited to my following account:

no.                                                                                                                                                                     &nbs p;  

bank                                                                                                                     branch

Enclosed:     (1)r account information form     (1)r cancelled check     (1)(3)r other document

I am sending the original of this document for confirmation by mail or courier

to bnp - c.e.t.t. - a.t.n. - plans d'options - 75450 paris cedex 09 - france.

Signed in                     , on                                                       

(Signature)

(1)Please indicate as appropriate

(2)The order to sell cannot be executed until such time as the shares have been issued and listed if the order to sell is given at the same time as the options are exercised

(3)Showing the account number and reference numbers to identify the bank or other financial institution

EX-4

STOCK OPTION PLAN

OF DECEMBER 22, 2000

_______________

SUMMARY OF PLAN TERMS

for participants resident outside France

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	7
Financing for exercise of options	8
Practical considerations	8

Exhibit 1: Request for conversion of shares into bearer form

Exhibit : Request for conversion of shares into bearer form and order to sell

Notice for exercise of options

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BANQUE NATIONALE DE PARIS	CENTRE DES EMETTEURS ET TRANSACTIONS TITRES ACTIONNAIRES TITRES NOMINATIFS SERVICEPLANS D'OPTIONS 75450 PARIS CEDEX 09 FRANCE

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of December 22, 2000 (the "Dec 2000 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on December 22, 2000, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the Dec 2000 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the Dec 2000 Option Plan will be exercisable from December 23, 2004 until December 22, 2010 inclusive (see "Exercise of options" in section  page 4 and section Œ page 8).

Each option awarded under the Dec 2000 Option Plan gives right to purchase a newly issued share of PECHINEY and the share capital of PECHINEY will, therefore, be increased accordingly.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the Dec 2000 Option Plan (see "Taxation" page 7 and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The Dec 2000 Stock Option Plan is subject to the following provisions of French law:

• articles L.225-177 to L.225-186 of the new French Commercial Code,

(previously articles 208-1 to 208-8-2 of the French law no. 66-537 of July 24, 1966)

• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on June 25, 1997 and December 16, 1997 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for subscription of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On December 22, 2000, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the Dec 2000 Option Plan which, in aggregate, gives the right to purchase 989,300 additional shares to be issued by PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the Dec 2000 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article L.225-180 of the new French Commercial Code (previously article 208-4 of the French law no. 66-537 of July 24, 1966), who have been designated by the Board of Directors of PECHINEY on December 22, 2000.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the Dec 2000 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the Dec 2000 Option Plan is 46.35 euros (i.e., 304.04 French francs) per share, which corresponds to the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the Dec 2000 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the Dec 2000 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to subscribe for the new shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from December 23, 2004 to December 22, 2010 inclusive.

However, each participant having his/her tax residency located within the United States of America at the time of exercise of options can before December 23, 2004 exercise part of the options awarded to him/her on December 22, 2000, within the proportion of 25% as from December 23, 2001, 50% as from December 23, 2002 and 75% as from December 23, 2003.

In any case, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the Dec 2000 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article L.225-180 of the new French Commercial Code (previously article 208-4 of the French law no. 66-537 of July 24, 1966), resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the Dec 2000 Option Plan may be exercised before December 23, 2005 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on June 2, 1999.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article L.225-181 of the new French Commercial Code (previously article 208-5 of the French law no. 66-537 of July 24, 1966) provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash as a special dividend).

Example (*) : distribution of reserves in cash for an amount of 6 euros per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 61 euros:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 46 euros per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio
  between the amount per share to be distributed and the market value of each share
  (i.e. 46 euros - 46 x 6 = 41.47 euros) ⁽¹⁾ ;

                                            61

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 46/41.47 = 554.61 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 555 shares to be purchased for an exercise price of 41.47 euros per share) ⁽²⁾.

(*) The 46 euros purchase price does not correspond to the purchase price applicable under the Dec 2000 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares issued upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of banque nationale de paris (centre des emetteurs et transactions titres), which is in charge of handling the Dec 2000 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares issued upon exercise of options are kept in registered form with the centre des emetteurs et transactions titres of banque nationale de paris.

 Rights to dividends

Shares issued upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2005 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year ending December 31, 2005 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2006 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year ending December 31, 2005, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2007 in respect of the fiscal year starting on the 1^st of January 2006.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2005, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2005, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares issued upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the Dec 2000 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the Dec 2000 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the Dec 2000 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the Dec 2000 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents to PECHINEY (to the attention of Monsieur Pierre Meynard - Directeur de la Gestion des Cadres) (see address page 2):

• a notice for exercise of options (attached herewith) duly completed and signed; and

• a check or money order denominated in euros or French francs for the full amount of the exercise price, payable to PECHINEY.

The date of receipt by PECHINEY of the notice for exercise of options will constitute the date of exercise.

A confirmation of the exercise of options will be sent to the participant within several days by the centre des emetteurs et transactions titres of BANQUE NATIONALE DE PARIS, which is in charge of performing certain administrative duties under the Dec 2000 Option Plan. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to address the following documents to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2):

• a request for conversion of shares into bearer form, duly completed and signed (see exhibit 1), including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE : Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

b) the participant may request banque nationale de paris to execute the sale of the shares. It should be noted that banque nationale de paris may only execute a trade "à tout prix", which means that the sale order will be executed at the current market price at the time of the transaction.

A participant wishing to sell shares through banque nationale de paris would have to address the following documents by fax to bnp - cett - atn - plan d'options :

• a request for conversion of shares into bearer form and order to sell, duly completed and signed (see exhibit 2), including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through banque nationale de paris, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

In addition, the originals would have to sent by mail or courier to the centre des emetteurs et transactions titres of banque nationale de paris (see address page 2) for confirmation purpose.

exhibit 1

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM

STOCK OPTION PLAN OF DECEMBER 22, 2000

I, the undersigned,     (1)r Mrs     (1)r Miss     (1)r Mr

last name                                                                                                                                                                          ;                                

first and middle name

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder ofshares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of December 22, 2000,

1) hereby request the following shares to be converted into bearer form:

                                                                                                            (number of shares spelled out) shares purchased on                                                                           

                                                                                                            (number of shares spelled out) shares purchased on                                                                           

                                                                                                            (number of shares spelled out) shares purchased on                                                                           

Above-mentioned shares are converted into bearer form:

            (1) r before December 23, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after December 23, 2004

2) hereby request these shares to be transferred to my following account:

no.

bank                                                                                                          branch

Enclosed:     (1)r account information form     (1)r cancelled check     (1)(2)r other document

Signed in                             , on                                               

(Signature)

(1) Please indicate as appropriate

(2) Showing the account number and reference numbers to identify the bank or other financial institution

exhibit 2

To be sent by fax to

Banque Nationale de Paris

cett - atn - plans d'options

(+ 33.1.40.14.79.78)

and originals by mail or

courier for confirmation

REQUEST FOR CONVERSION OF SHARES INTO BEARER FORM AND ORDER TO SELL

STOCK OPTION PLAN OF DECEMBER 22, 2000

I, the undersigned,     (1)r Mrs     (1)r Miss     (1)r Mr

last name                                                                                                                                                                     &n bsp;                                                                                                      

first and middle name                                                                                                                                                                 ;                                                                                    

address                                                                                                                                                                  & nbsp;                                                                                                             

date and place of birth                                                                                                                                                               &nbs p;                                                                                  

holder of                 shares in PECHINEY with a par value of 15,25 euros, issued in the context of the stock option plan of December 22, 2000,

1) hereby request the following shares to be converted into bearer form:

                                                                                                    (number of shares spelled out) shares purchased on                                                                                 

                                                                                                    (number of shares spelled out) shares purchased on                                                                                 

                                                                                                    (number of shares spelled out) shares purchased on                                                                                 

Above-mentioned shares are converted into bearer form:

            (1) r before December 23, 2004 because of death or other event of early exercise determined by the Board of Director of PECHINEY

            (1) r on or after December 23, 2004

2) hereby request the sale (2), at the market price (i.e., «a tout prix»), of:

                                                                                                                                                                       & nbsp;                                (number of shares spelled out) shares of PECHINEY

3) hereby request the net proceeds of the sale to be credited to my following account:

no.                                                                                                                                                                     &nbs p;  

bank                                                                                                                            branch                                                                            

Enclosed:     (1)r account information form     (1)r cancelled check     (1)(3)r other document

I am sending the original of this document for confirmation by mail or courier

to bnp - c.e.t.t. - a.t.n. - plans d'options - 75450 paris cedex 09 - france.

Signed in                                 , on                                           

(Signature)

(1)Please indicate as appropriate

(2)The order to sell cannot be executed until such time as the shares have been issued and listed if the order to sell is given at the same time as the options are exercised

(3)Showing the account number and reference numbers to identify the bank or other financial institution

EX-4

STOCK OPTION PLAN

OF JULY 25, 2001

_______________

SUMMARY OF PLAN TERMS

for participants resident outside France

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	8
Financing for exercise of options	8
Practical considerations	9

Attached documents:

- Form to exercise options («Notice for exercise of options»)

- Model of employment certificate

- Order to sell («Request for conversion of non pledged shares into bearer form and order to sell»)

- Request for transfer to a personal securities account («Request for conversion of non pledged shares into bearer form»)

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BNP PARIBAS SECURITIES SERVICES	GIS EMETTEURS STOCK OPTIONS Les Collines de l'Arche 75450 PARIS CEDEX 09 - FRANCE Tel : +33.1.55.77.95.15 Fax : +33.1.55.77.95.33 ou +33.1.40.14.36.86 ou +33.1.40.14.79.78

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of July 25, 2001 (the "July 2001 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on July 25, 2001, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the July 2001 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the July 2001 Option Plan will be exercisable from July 26, 2005 until July 25, 2011 inclusive (see "Exercise of options" in section  page 4 and section Œ page 9).

Each option awarded under the July 2001 Option Plan gives right to purchase from PECHINEY an existing share of PECHINEY, without any increase in the share capital of PECHINEY.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the July 2001 Option Plan (see "Taxation" and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The July 2001 Stock Option Plan is subject to the following provisions of French law:

• articles L.225-177 to L.225-186 of the new French Commercial Code,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on March 29, 2001 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for acquisition of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On July 25, 2001, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the July 2001 Option Plan which, in aggregate, gives the right to purchase 920,100 shares in PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the July 2001 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article L.225-180 of the new French Commercial Code, who have been designated by the Board of Directors of PECHINEY on July 25, 2001.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the July 2001 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the July 2001 Option Plan is 60.06 euros per share, which corresponds to the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the July 2001 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the July 2001 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to purchase the shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from July 26, 2005 to July 25, 2011 inclusive.

However, each participant having his/her tax residency located within the United States of America at the time of exercise of options can before July 26, 2005 exercise part of the options awarded to him/her on July 25, 2001, within the proportion of 25% as from July 26, 2002, 50% as from July 26, 2003 and 75% as from July 26, 2004.

In any case, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the July 2001 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article L.225-180 of the new French Commercial Code, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the July 2001 Option Plan may be exercised before July 26, 2005 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on March 29, 2001.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article L.225-181 of the new French Commercial Code provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash as a special dividend).

Example (*) : distribution of reserves in cash for an amount of 6 euros per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 70 euros:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 60 euros per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio
  between the amount per share to be distributed and the market value of each share
  (i.e. 60 euros - 60 x 6 = 54.85 euros) ⁽¹⁾ ;

                                          70

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 60/54.85 = 546.94 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 547 shares to be purchased for an exercise price of 54.85 euros per share) ⁽²⁾.

(*) The 60 euros purchase price does not correspond to the purchase price applicable under the July 2001 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares purchased upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of BNP PARIBAS securities services, which is the securities agent in charge of handling the July 2001 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares purchased upon exercise of options are kept in registered form with BNP PARIBAS securities services.

 Rights to dividends

Shares purchased upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2005 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year ending December 31, 2005 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2006 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2006 in respect of the fiscal year ending December 31, 2005, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2007 in respect of the fiscal year starting on the 1^st of January 2006.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2005, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2005, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares purchased upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the July 2001 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the July 2001 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the July 2001 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the July 2001 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents directly to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2), which is the securities agent in charge of handling the July 2001 Option Plan :

Ä the first and second executed copies of the form entitled «Notice for exercise of options» duly completed and signed;

Ä the executed copy of the certificate of your human resources department testifying no less than five day before the date on which your notice for exercise of options is sent, that you are still employed in a company of the PECHINEY group and that you are not under a termination notice period (this certificate is not necessary if you are retired) ; and

Ä a check or money order denominated in euros for the full amount of the exercise price, payable to PECHINEY.

The exercise date will be the day on which BNP PARIBAS securities services shall have received all of the above-listed items. Upon receipt of your file by BNP PARIBAS securities services, this securities agent will proceed to the completion of your the exercise of options.

A confirmation of the exercise of options will be sent to the participant within several days by BNP PARIBAS securities services. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may directly ask BNP PARIBAS securities services to execute the sale of shares.

A participant wishing to sell shares through BNP PARIBAS securities services would have to send the following documents by fax to BNP PARIBAS securities services (gis emetteurs - stock options) (see fax number page 2):

• an order to sell entitled «Request for conversion of non pledged shares into bearer form and order to sell, duly completed and signed, including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through BNP PARIBAS securities services, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

It should be noted, however, that:

ð unless otherwise specified by the participant in the order to sell, BNP PARIBAS securities services shall complete the sale "a tout prix" (i.e. at market price) which means that the sale order will be completed at the current market price at the time of the transaction;

ð only sale orders received by BNP PARIBAS securities services before 3:00 p.m. Paris Time shall be transmitted on the Paris stock exchange on the same day for completion ; and

ð the originals of above-mentioned documents would have to sent by mail or courier to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2) for confirmation purpose.

b) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to send the following documents to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2):

• a request for transfer to a personal securities account entitled «Request for conversion of non pledged shares into bearer form», duly completed and signed, including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE: Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

EX-4

STOCK OPTION PLAN

OF MARCH 28, 2002

_______________

SUMMARY OF PLAN TERMS

for participants resident outside France

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	8
Financing for exercise of options	8
Practical considerations	9

Attached documents:

- Form to exercise options («Notice for exercise of options »)

- Model of employment certificate

- Order to sell («Request for conversion of non pledged shares into bearer form and order to sell »)

- Request for transfer to a personal securities account («Request for conversion of non pledged shares into bearer form»)

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BNP PARIBAS SECURITIES SERVICES	GIS EMETTEURS STOCK OPTIONS Les Collines de l'Arche 75450 PARIS CEDEX 09 - FRANCE Tel : +33.1.55.77.95.15 Fax : +33.1.55.77.95.33 ou +33.1.40.14.36.86 ou +33.1.40.14.79.78

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of March 28, 2002 (the "March 2002 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on March 28, 2002, which defines the terms and conditions applicable to the Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the March 2002 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the March 2002 Option Plan will be exercisable from March 29, 2006 until March 28, 2012 inclusive (see "Exercise of options" in section  page 4 and section Œ page 9).

Each option awarded under the March 2002 Option Plan gives right to purchase from PECHINEY an existing share of PECHINEY, without any increase in the share capital of PECHINEY.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the March 2002 Option Plan (see "Taxation" and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The March 2002 Stock Option Plan is subject to the following provisions of French law:

• articles L.225-177 to L.225-186 of the new French Commercial Code,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on March 29, 2001 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for acquisition of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On March 28, 2002, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the March 2002 Option Plan which, in aggregate, gives the right to purchase 920,100 shares in PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the March 2002 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article L.225-180 of the new French Commercial Code, who have been designated by the Board of Directors of PECHINEY on March 28, 2002.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the March 2002 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the March 2002 Option Plan is 59.84 euros per share, which corresponds to the average of the closing prices of PECHINEY stock on the Paris stock exchange during the 20 trading days immediately preceding the date on which options under the March 2002 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the March 2002 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to purchase the shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from March 29, 2006 to March 28, 2012 inclusive.

However, each participant having his/her tax residency located within the United States of America at the time of exercise of options can before March 29, 2006 exercise part of the options awarded to him/her on March 28, 2002, within the proportion of 25% as from March 29, 2003, 50% as from March 29, 2004 and 75% as from March 29, 2005.

In any case, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the March 2002 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article L.225-180 of the new French Commercial Code, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the March 2002 Option Plan may be exercised before March 29, 2006 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on March 29, 2001.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article L.225-181 of the new French Commercial Code provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash as a special dividend).

Example (*) : distribution of reserves in cash for an amount of 6 euros per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 70 euros:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 60 euros per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio
  between the amount per share to be distributed and the market value of each share
  (i.e. 60 euros - 60 x 6 = 54.85 euros) ⁽¹⁾ ;

                                          70

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 60/54.85 = 546.94 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 547 shares to be purchased for an exercise price of 54.85 euros per share) ⁽²⁾.

(*) The 60 euros purchase price does not correspond to the purchase price applicable under the March 2002 Option Plan and is for illustration purpose only.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares purchased upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of BNP PARIBAS securities services, which is the securities agent in charge of handling the March 2002 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares purchased upon exercise of options are kept in registered form with BNP PARIBAS securities services.

 Rights to dividends

Shares purchased upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2006 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2007 in respect of the fiscal year ending December 31, 2006 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2007 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2007 in respect of the fiscal year ending December 31, 2006, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2008 in respect of the fiscal year starting on the 1^st of January 2007.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2006, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2006, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares purchased upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilisation or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the March 2002 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the March 2002 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the March 2002 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the March 2002 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents directly to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2), which is the securities agent in charge of handling the March 2002 Option Plan :

Ä the first and second executed copies of the form entitled «Notice for exercise of options» duly completed and signed;

Ä the executed copy of the certificate of your human resources department testifying no less than five day before the date on which your notice for exercise of options is sent, that you are still employed in a company of the PECHINEY group and that you are not under a termination notice period (this certificate is not necessary if you are retired) ; and

Ä a check or money order denominated in euros for the full amount of the exercise price, payable to PECHINEY.

The exercise date will be the day on which BNP PARIBAS securities services shall have received all of the above-listed items. Upon receipt of your file by BNP PARIBAS securities services, this securities agent will proceed to the completion of your the exercise of options.

A confirmation of the exercise of options will be sent to the participant within several days by BNP PARIBAS securities services. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realised upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may directly ask BNP PARIBAS securities services to execute the sale of shares.

A participant wishing to sell shares through BNP PARIBAS securities services would have to send the following documents by fax to BNP PARIBAS securities services (gis emetteurs - stock options) (see fax number page 2):

• an order to sell entitled «Request for conversion of non pledged shares into bearer form and order to sell, duly completed and signed, including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through BNP PARIBAS securities services, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

It should be noted, however, that:

ð unless otherwise specified by the participant in the order to sell, BNP PARIBAS securities services shall complete the sale "a tout prix" (i.e. at market price) which means that the sale order will be completed at the current market price at the time of the transaction;

ð only sale orders received by BNP PARIBAS securities services before 3:00 p.m. Paris Time shall be transmitted on the Paris stock exchange on the same day for completion ; and

ð the originals of above-mentioned documents would have to sent by mail or courier to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2) for confirmation purpose.

b) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to send the following documents to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2):

• a request for transfer to a personal securities account entitled «Request for conversion of non pledged shares into bearer form», duly completed and signed, including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE: Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

EX-4

STOCK OPTION PLAN

OF APRIL 3, 2003

_______________

SUMMARY OF PLAN TERMS

for participants resident outside France

_______________________________

TABLE OF CONTENTS

General principles	3
Legal context	3
Description of the plan	4
Characteristics of option shares	6
Transfer of shares	7
Taxation	8
Financing for exercise of options	8
Practical considerations	9

Attached documents:

- Form to exercise options («Notice for exercise of options »)

- Model of employment certificate

- Order to sell («Request for conversion of non pledged shares into bearer form and order to sell »)

- Request for transfer to a personal securities account («Request for conversion of non pledged shares into bearer form»)

FOR ADDITIONAL INFORMATION, CONTACT:
	- PECHINEY	Monsieur Pierre MEYNARD Directeur de la Gestion des Cadres 7, place du chancelier Adenauer 75218 PARIS CEDEX 16 FRANCE
	- BNP PARIBAS SECURITIES SERVICES	GIS EMETTEURS STOCK OPTIONS Les Collines de l'Arche 75450 PARIS CEDEX 09 - FRANCE Tel : +33.1.55.77.95.15 Fax : +33.1.55.77.95.33 ou +33.1.40.14.36.86 ou +33.1.40.14.79.78

The following is a summary in English of the principal provisions of the stock option plan of PECHINEY of April 3, 2003 (the "April 2003 Option Plan"). This summary does not purport to be complete and is qualified in its entirety by reference to minutes of the meeting of the Board of Directors of PECHINEY held on April 3, 2003, which defines the terms and conditions applicable to the April 2003 Option Plan. An abstract of such minutes, which are in French, is available upon request addressed to PECHINEY.

GENERAL PRINCIPLES

A stock option plan is a mechanism for providing selected employees and executives or managers of a company the opportunity to acquire stock in their company at a price determined at the time the options are granted and fixed for the term of the options.

The objective is to enable these beneficiaries (referred to in this summary as "participants" in the April 2003 Option Plan) to participate in any future appreciation in the price of the stock.

The options granted under the April 3 Option Plan will be exercisable from April 4, 2007 until
April 3, 2013 inclusive (see "Exercise of options" in section  page 4 and section Œ page 9).

Each option awarded under the April 2003 Option Plan gives right to purchase from PECHINEY an existing share of PECHINEY, without any increase in the share capital of PECHINEY.

The award of options does not give rise to any obligation to exercise such options and, therefore, the decision whether or not to exercise such options is entirely within the control of the participant. Each participant is advised to consult his or her own tax and professional financial advisors with respect to a decision whether or not to exercise options awarded under the April 2003 Option Plan (see "Taxation" and "Financing for exercise of options" page 8).

LEGAL CONTEXT

The April 2003 Stock Option Plan is subject to the following provisions of French law:

• articles L.225-177 to L.225-186 of the new French Commercial Code,
• articles 174-8 to 174-21 of the French decree no. 67-236 of March 23, 1967,
• the French law of December 24, 1996 relating to the financing of the French social security,

as amended from time to time, together with any applicable French regulation which relates to their implementation.

In accordance with these provisions, the Extraordinary General Meetings of the shareholders of PECHINEY held on March 29, 2001 authorized the Board of Directors of PECHINEY to award options to selected managers and employees of the group for acquisition of ordinary shares of PECHINEY and defined the general principles applicable thereof.

On April 3, 2003, the Board of Directors of PECHINEY decided to use a portion of this authority in awarding options under the April 2003 Option Plan which, in aggregate, gives the right to purchase 1,184,125 shares in PECHINEY.

DESCRIPTION OF THE PLAN

ΠParticipants

Options under the April 2003 Option Plan have been awarded to selected executives and managers of PECHINEY, or of affiliates of PECHINEY as defined in article L.225-180 of the French Commercial Code, who have been designated by the Board of Directors of PECHINEY on April 3, 2003.

 Awarding of options

Each participant has received a notice informing him/her of the grant of options under the April 2003 Option Plan and indicating:

- the number of shares he/she is entitled to purchase under options awarded;

- the exercise price of each option awarded to the participant;

- the period during which each option may be exercised;

- the other conditions to exercise each option.

Ž Exercise price

The exercise price of each option under the April 2003 Option Plan is 31.77 euros per share. In accordance with second paragraph of article L.225-179 of the French Commercial Code, this price corresponds to the weighted average purchase price of treasury shares held by PECHINEY as of the date on which options under the April 2003 Option Plan were awarded by the Board of Directors of PECHINEY.

This exercise price applies only to options awarded under the April 2003 Option Plan. If PECHINEY subsequently awards additional options, the exercise price applicable to such options would be different.

This exercise price represents the price to be paid by the participant on the date on which the participant decides to exercise his/her options in order to purchase the shares to which these options give right.

 Exercise of options

Each participant may exercise his/her options at one or several times from April 4, 2007 to April 3, 2013 inclusive.

However, each participant having his/her tax residency located within the United States of America at the time of exercise of options can before April 4, 2007 exercise part of the options awarded to him/her on April 3, 2003, within the proportion of 25% as from April 4, 2004, 50% as from April 4, 2005 and 75% as from April 4, 2006.

In any case, each time the participant must exercise at least 10% of the total number of options awarded to him/her.

In the event of certain transactions affecting the capital of PECHINEY, the Board of Directors of PECHINEY reserves the possibility of temporarily suspending - for no longer than three months - the right to exercise options.

 Conditions to exercise

Except as otherwise decided by the Board of Directors of PECHINEY, no option granted under the April 2003 Option Plan may be exercised by a participant who ceases all his/her positions in PECHINEY and any affiliate of PECHINEY as defined in article L.225-180 of the French Commercial Code, resulting from the dismissal, resignation or lay off of the participant, or sale of the equity interests held in the share capital of the company in which the participant holds his/her position.

Notwithstanding the foregoing, in the event of retirement or early retirement of a participant at the request of the employer, as well as in the event of total or partial disability following which the participant ceases all his/her positions within the group, the participant remains entitled to exercise his/her options for the remaining term thereof.

Options and the right to exercise options may not be sold or transferred by gift or otherwise. However, upon death of the participant, heirs are entitled to exercise the participant's options within six months following the date of death but, once such period is expired, are no longer entitled to exercise these options.

Besides death of the participant, options granted under the April 2003 Option Plan may be exercised before April 4, 2007 in one of the other events determined by the Board of Directors of PECHINEY in accordance with the authorization granted to it in connection therewith by the Extraordinary General Meeting of the shareholders of PECHINEY held on March 29, 2001. Furthermore, each participant having his/her tax residency located within the United States of America at the time of exercise of options can before April 4, 2007 exercise part of the options awarded to him/her on April 3, 2003, within the proportion of 25% as from April 4, 2004, 50% as from April 4, 2005 and 75% as from April 4, 2006.

‘ Transactions in the share capital

As a general principle, the number of shares to which each option gives right, as well as the exercise price of each option, are fixed for the entire term of the option.

Nevertheless, article L.225-181 of the French Commercial Code provides for adjustment of both the exercise price and number of shares in the event of implementation of certain transactions in the share capital of the company before the term of the option, which may modify the share value of the stock (e.g. distribution of reserves in cash as a special dividend).

Example:distribution of reserves in cash for an amount of 5 euros per share, with a market value of each share (average of the first daily listing price during the one-month period which precedes the distribution date) of 45 euros:

• before the distribution of reserves, 500 options have been awarded to a participant giving the right to 500 shares to be purchased for an exercise price of 31.77 euros per share;
• at the time of distribution, the exercise price is reduced on the basis of the ratio
  between the amount per share to be distributed and the market value of each share
  (i.e. 31.77 euros - 31.77 x 5 = 28.24 euros) ⁽¹⁾ ;

                                                  45

• in order to allow the participant to invest the same amount, the adjustment of the exercise price is followed by the adjustment of the number of shares so that the total amount of the investment remains the same (i.e. 500 shares x 31.77/28.24 = 562.50 shares), the adjusted number of shares being then rounded up to the next whole number of shares (i.e. 563 shares to be purchased for an exercise price of 28.24 euros per share) ⁽²⁾.

(1) Article 174-12 of the French decree no. 67-236 du 23 mars 1967.

(2)Article 174-13 of the French decree no. 67-236 du 23 mars 1967.

CHARACTERISTICS OF OPTION SHARES

ΠShares to be in registered form

All shares purchased upon exercise of options will be in registered form and will be registered in an individual account maintained in the name of the participant in the books of BNP PARIBAS securities services, which is the securities agent in charge of handling the April 2003 Option Plan.

No account maintenance or administrative charge will be assessed against participants for so long as shares purchased upon exercise of options are kept in registered form with BNP PARIBAS securities services.

 Rights to dividends

Shares purchased upon exercise of options will be entitled to certain rights which will be retroactive to the first day of the fiscal year during in which options are exercised. In particular, these shares will be entitled to any dividends declared during the following fiscal year in respect of the fiscal year during which options are exercised.

Accordingly, PECHINEY's fiscal year starts on January 1 and ends on December 31 of each calendar year:

• each share purchased upon exercise of an option in December 2007 would be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2008 in respect of the fiscal year ending December 31, 2007 and, upon admission to the Paris stock exchange, will be listed like any other outstanding common share;

• each share purchased upon exercise of an option in January 2008 would not be entitled to the dividend declared by the general shareholders meeting of PECHINEY in 2008 in respect of the fiscal year ending December 31, 2007, but only to the dividend declared by the general shareholders meeting of PECHINEY in 2009 in respect of the fiscal year starting on the 1^st of January 2008.

Because such a share will not be entitled to the dividend in respect of the fiscal year ending December 31, 2007, its trading value is expected initially to be less than that of other outstanding common shares. Therefore, such a share will temporarily be listed separately from other outstanding common shares. Upon payment of the dividend in respect of the fiscal year ending December 31, 2007, such a share will be assimilated to any other outstanding common share and will no longer be listed separately.

TRANSFER OF SHARES

ΠGeneral principles

Shares purchased upon exercise of options may be freely sold upon their listing to the Paris stock exchange.

Nevertheless, each participant is responsible for complying with the internal procedures adopted by the Board of Directors of PECHINEY on March 29, 1996 (Prevention of the utilization or communication of privileged information) as updated by the service note DG 98-06 of February 9, 1998 (Prevention of insider trading) and as amended or updated from time to time by any other internal procedures or service note which may be issued by the corporate bodies or managers of PECHINEY.

 Comments

• Certain participants will wish to hold shares acquired upon exercise of options in order to benefit from any future growth of PECHINEY.

Others, for various reasons, will prefer to sell these shares, taking into account their listing price on the Paris stock exchange as well as the tax rules applicable in their country of residence.

• Pursuant to the French tax regulations, shares issued under the April 2003 Option Plan will be in registered form. The conversion of shares from registered to bearer form is considered by the French tax authorities as a transfer of the shares.

As shares can be sold on the Paris stock exchange only in bearer form, participants will be required to effect this conversion prior to transfer.

• Shares that are acquired upon exercise of options between January 1st and the date of payment of the dividend which relates to the preceding fiscal year will be listed separately from other outstanding common shares and are expected to listed at a lower price (see section  page 6). Therefore, participants wishing to sell these shares during such interim period may experience delays in effecting their transactions, as shares temporarily listed separately from other outstanding common shares tend to be thinly traded.

TAXATION

Being able to benefit from any appreciation in the price of the stock, each participant may enjoy the difference between the selling price of shares purchased upon exercise of options and the exercise price.

The tax consequences of participation in the April 2003 Option Plan will generally depend on the citizenship and/or residency of the participant. Depending on the applicable tax system, a tax event may occur in connection with the grant of options under the April 2003 Option Plan, at the time of exercise of options, and/or upon disposition of shares acquired upon exercise of options.

Each participant is individually responsible for familiarizing himself or herself with, and fulfilling, all tax obligations arising in connection with his or her participation in the April 2003 Option Plan.

FINANCING FOR EXERCISE OF OPTIONS

The amount of the exercise price relating to each option being exercised must be paid in full at the time of exercise.

Participants will be individually responsible for payment of the exercise price, and any participant wishing to obtain financing for an option exercise should contact his/her bank or other financial institution.

His/her bank or other financial institution may accept to arrange such a financing upon the presentation of the participating letter (see section  page 4) and the notice for exercise of options. To secure indebtedness, the pledge of the shares so purchased may be requested by this financial institution.

PRACTICAL CONSIDERATIONS

ΠExercise of options

To exercise his/her options, a participant will have to address the following documents directly to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2), which is the securities agent in charge of handling the April 2003 Option Plan :

Ä the first and second executed copies of the form entitled «Notice for exercise of options» duly completed and signed;

Ä the executed copy of the certificate of your human resources department testifying no less than five day before the date on which your notice for exercise of options is sent, that you are still employed in a company of the PECHINEY group and that you are not under a termination notice period (this certificate is not necessary if you are retired) ; and

Ä a check or money order denominated in euros for the full amount of the exercise price, payable to PECHINEY.

The exercise date will be the day on which BNP PARIBAS securities services shall have received all of the above-listed items. Upon receipt of your file by BNP PARIBAS securities services, this securities agent will proceed to the completion of your the exercise of options.

A confirmation of the exercise of options will be sent to the participant within several days by BNP PARIBAS securities services. This confirmation will set forth the following information:

• the date of exercise of options;
• the number of shares purchased;
• the aggregate purchase price;
• the amount of gain realized upon exercise ⁽¹⁾ ; and
• the number of shares remaining subject to the participation's options (number of options not yet exercised).

(1) This item concerns French residents only: French tax definition of the difference between the value of the share on the exercise date and the purchase price of this share under the option exercise.

In case the participant exercises only part of his/her options, the participant will use, for any later exercise, a new notice for exercise of options.

 Transfer of shares

In order to sell shares purchased upon exercise of options, a participant may elect either of the two following methods:

a) the participant may directly ask BNP PARIBAS securities services to execute the sale of shares.

A participant wishing to sell shares through BNP PARIBAS securities services would have to send the following documents by fax to BNP PARIBAS securities services (gis emetteurs - stock options) (see fax number page 2):

• an order to sell entitled «Request for conversion of non pledged shares into bearer form and order to sell, duly completed and signed, including the address and reference information for the account to which the proceeds of the sale will have to be transferred net of expenses⁽¹⁾ and, if applicable, taxes; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

(1) For transactions effected through BNP PARIBAS securities services, a processing fee will be assessed in addition to brokerage fees and fees will be deducted from the proceeds of the sale.

It should be noted, however, that:

ð unless otherwise specified by the participant in the order to sell, BNP PARIBAS securities services shall complete the sale "a tout prix" (i.e. at market price) which means that the sale order will be completed at the current market price at the time of the transaction;

ð only sale orders received by BNP PARIBAS securities services before 3:00 p.m. Paris Time shall be transmitted on the Paris stock exchange on the same day for completion ; and

ð the originals of above-mentioned documents would have to sent by mail or courier to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2) for confirmation purpose.

b) the participant may transfer shares to his or her financial institution, which will then execute the sale upon his/her request.

A participant wishing to sell shares through his or her financial institution would have to send the following documents to BNP PARIBAS securities services (gis emetteurs - stock options) (see address page 2):

• a request for transfer to a personal securities account entitled «Request for conversion of non pledged shares into bearer form», duly completed and signed, including the address and reference information which are necessary to identify the financial institution (bank, brokerage firm, etc.) to which the shares are to be transferred and the proceeds of their sale to be then transferred; and

• a recent account information form (or cancelled check) (or other document) showing the account number and reference numbers to identify the financial institution.

NOTE: Transfer of shares to accounts situated outside of France often results in significant delays regardless of the country involved, which may be as long as several weeks depending on the financial institution involved.

EX-4

Exhibit 4.2

December 24, 2003

Ladies and Gentlemen:

You currently hold stock options to subscribe for, or acquire, Pechiney shares.

As agreed between Alcan and Pechiney on September 12, 2003, Alcan is offering you a Liquidity Agreement enabling you, under certain conditions, to protect the interest that your Pechiney stock options represent for you in the short and long term.

AN OBJECTIVE

By entering into this Liquidity Agreement, you will be able to exercise your stock options on terms and conditions equivalent to those derived from the public tender offer.

TWO FORMULAS

To achieve this goal, we are offering you two formulas for each Pechiney stock option plan:

1. Formula One: irrevocably give-up the right to have the Pechiney shares purchased through exercise of your options being registered in your Pechiney shareholder account, as well as the rights associated therewith, and agree that the Pechiney shares subscribed or acquired through exercise of your options shall be delivered directly to Alcan in exchange for Alcan shares on the basis of a ratio equivalent to the consideration offered for one Pechiney share under the public tender offer. The detailed mechanisms of Formula One are set forth in Exhibit 1 to the Liquidity Agreement attached hereto. Formula One will allow you to continue to benefit from the potential capital appreciation resulting from public trading of Alcan shares.

2. Formula Two: receive new Alcan stock options upon giving-up your Pechiney stock options. The detailed mechanisms of Formula Two are set forth in Exhibit 2 to the Liquidity Agreement attached hereto. The new stock options granted by Alcan will be subject to the same terms and conditions as the Pechiney stock options that you give-up. These new Alcan stock options will be immediately exercisable during the period corresponding to the unexpired term remaining for your Pechiney stock options. Based on the terms and conditions of the public tender offer, the potential capital gain in respect of all of the new Alcan stock options will be identical (rounded) to that one represented, in connection with a same options plan, by all of your Pechiney stock options. However, if you are a French tax resident, you cannot elect Formula Two (Formula Two does not meet all of the legal requirements permitting the application of the French special tax regime relating to stock optio ns), and only Formula One is made available to you. If you are a tax resident of a country other than France, we recommend that you have your own tax analysis of your personal situation completed before electing Formula Two.

A FLEXIBLE SYSTEM

By becoming a party to this Liquidity Agreement, you will not be prevented from exercising your Pechiney stock options, as long as Pechiney remains a company listed on a stock exchange, regardless of the formula you choose. The Pechiney shares purchased upon exercise of your options will then be, in the events and conditions set forth in this Liquidity Agreement, immediately and automatically delivered to Alcan, and you will receive, in exchange, either Alcan Shares or an equivalent in cash. The detailed mechanisms which are applicable so long as Pechiney remains a company listed on a stock exchange are set forth in Exhibit 3 to the Liquidity Agreement attached hereto. If you are a French tax resident, please note that the sale of shares purchased through exercise of stock options during the tax and social restricted tax merger period would have unfavourable tax and social consequences for both yourself and the company and, therefore, it is advisable not to exercise the options until after expiration of the tax and social restricted period (of 4 or 5 years, as the case may be), measured as from the date the options was awarded. In addition, immediate exercise of your options would deprive you of the potential for capital appreciation resulting from public trading of Alcan shares over the long term.

AN ENHANCED SYSTEM

In the event that your employment with Pechiney or Alcan would terminate as a directly or indirect result of Alcan's acquisition of Pechiney, you will keep the right to exercise your options for the entire unexpired term of the exercise period (it being understood that any termination for any reason during the 18 months following completion of the tender offer, except for dismissal for gross negligence (faute grave), will be deemed to be a termination as a result of such acquisition). In addition, if your employment is terminated after such 18-month period, you will be entitled, if you have adhered to this Liquidity Agreement, to exercise your options during the thirty days following expiration of the tax and social restricted period applicable to these options.

OTHER CONDITIONS

We also suggest that you familiarize yourself with Exhibit 4 to the Liquidity Agreement attached hereto, which set forth in detail the other applicable terms and conditions.

We remind you that you will remain solely responsible for your decision to become a party to this Liquidity Agreement and to exercise your options under the formula you elect. You should therefore, make your own analysis of the impact that your decision may have on your personal tax and patrimony situation.

*****

In order to receive the benefit of this Liquidity Agreement, please complete sign the Acceptance Form attached hereto and return the same to us no later than ________, ________, 2004.

The Liquidity Agreement consists of the Liquidity Agreement entered into between Pechiney and Alcan on November 17, 2003 (including Exhibits 1, 2, 3, and 4 thereto), a copy of which is attached to this letter, as well as the Acceptance Form to the Liquidity Agreement, which is an integral part thereof.

Travis Engen

President and Chief Executive Officer

_______________________

ALCAN INC.

Enclosures:

- Copy of the Liquidity Agreement entered into between Pechiney and Alcan on November 17, 2003, including Exhibit 1 (Formula One), Exhibit 2 (Formula Two), Exhibit 3 (Transitional Provisions Applicable so long as PECHINEY Remains a Listed Company), and Exhibit 4 (Definitions and Other Applicable Terms and Conditions).

- Acceptance Form to the Liquidity Agreement

LIQUIDITY AGREEMENT

This Agreement (the "Liquidity Agreement") has been made in Paris on November 17, 2003 among and between:

• PECHINEY, a French corporation (société anonyme) having it registered office located at 7 place du Chancelier Adenauer, 75116 Paris (France) and which is registered with the Trade and Companies Registry (Registre du commerce et des sociétés) of Paris under number 562 095 166, represented for purposes hereof by Mr. Jean-Pierre Rodier, Chairman and Chief Executive (Président Directeur Général),

hereinafter referred to as "PECHINEY".....................on the first part,

AND

• ALCAN INC., a Canadian corporation governed by the Canada Business Corporations Act having its registered office located at 1188 rue Sherbrooke Ouest, Montreal (Quebec), Canada H3A 3G2, registered in Canada under the number 310145-2, represented for purposes hereof by Mr. Travis Engen, President and Chief Executive Officer,

hereinafter referred to as "ALCAN".....................on the second part,

AND

• the individual mentioned in the Acceptance Form which is an integral part of this Liquidity Agreement, domiciled at the address appearing in that form, having become a party to this Liquidity Agreement on the date indicated in same form, acting individually, as an employee, or former employee of Pechiney or a direct or indirect subsidiary of Pechiney,

hereinafter referred to as the "Beneficiary".....................on the third part,

RECITALS:

(1) In connection with the public tender offer (mixed offer) made by ALCAN for (in particular) the PECHINEY shares, described in a French prospectus French offer prospectus (note d'information) issued by ALCAN and cleared by the French Commission des opérations de bourse under the visa number 03-858 dated October 2, 2003, ALCAN has agreed, as part of the Offer, and if the Offer is successful, to offer to the Beneficiaries of Options the opportunity to become parties to a Liquidity Agreement allowing them either:

(a) to exchange their Pechiney Shares resulting from the exercise of the Options for Alcan Shares on the basis of a ratio equivalent to the consideration offered for one PECHINEY Share under the Offer ("Formula One")

or, alternatively, at the Beneficiaries' election and for each Options Plan,

(b) to give up their Options, if they so wish, and receive new options to subscribe for, or acquire, Alcan Shares ("Formula Two").

(2) It has also been provided that, subject what is mentioned in the following paragraph, each of the Beneficiaries may elect, for each of the options which he/she still holds, either Formula One or Formula Two, with the possibility to choose different formulas for each individual Options Plan, but without the possibility of electing different formulas with respect to one and the same Options Plan.

(3) Finally, it has been agreed that a Beneficiary may only elect Formula One if he/she is a French tax resident at the time he/she becomes a party to this Liquidity Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 - Formula One. The terms and conditions applicable among ALCAN, PECHINEY and the Beneficiary with respect to the Options for which the Beneficiary has elected Formula One shall be those set forth in EXHIBIT 1 to this Liquidity Agreement.

ARTICLE 2 - Formula Two. The terms and conditions applicable among ALCAN, PECHINEY and the Beneficiary with respect to the Options for which the Beneficiary has elected Formula Two shall be those set forth in EXHIBIT 2 to this Liquidity Agreement. It is hereby provided that, if, for an Option Plan, the Beneficiary does not indicate an election between Formula One and Formula Two, becoming a party to this Liquidity Agreement shall automatically mean, as a matter of right, application of the Formula One for all Options granted to him/her and which he/she still holds at the time of becoming a party hereto in connection with the Option Plans with respect to which no election has been made. It is also provided that, if the Beneficiary is a French tax resident at the time he/she becomes a party to this Liquidity Agreement, he/she may not elect Formula Two, and becoming a party to this Liquidity Agreement shall automatically mean, as a matter of right, application of Formula One for all Options granted to him/her and which he/she still holds at the time of becoming a party hereto.

ARTICLE 3 - Temporary terms and conditions. Regardless of which Formula is elected, the terms and conditions set forth in EXHIBIT 3 to this Liquidity Agreement shall apply among ALCAN, PECHINEY and the Beneficiary as soon as the Beneficiary will have signed and returned to PECHINEY an Acceptance Form to this Liquidity Agreement.

ARTICLE 4 - Definition et and applicable terms and conditions. Regardless of the formula elected, the terms and conditions set forth in EXHIBIT 4 to this Liquidity Agreement shall also apply among ALCAN, PECHINEY and the Beneficiary as soon as the Beneficiary will have signed and returned to PECHINEY an Acceptance Form to this Liquidity Agreement.

In three (3) executed copies of which one for PECHINEY, one for ALCAN and one for BNP, and as many other copies as there are Beneficiaries desiring to become parties hereto multiplied by two.

PECHINEY, represented by:                                                                 ALCAN INC., represented by:

(signature)                                                                                                                              (signature)

_______________________                                                                _______________________

Jean-Pierre Rodier                                                                                 Travis Engen

Chairman and Chief Executive,                                                              President and Chief Executive Officer

EXHIBIT 1 -Formula One.

1.1 - Mutual Covenants. By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary irrevocably undertakes to ALCAN to exchange (i) for ALCAN Shares (and hereby irrevocably instructs BNP to transfer to ALCAN) (ii) the PECHINEY Shares he/she will have subscribed for or acquired through exercise of the Options in connection with each Options Plan with respect to which he/she will have elected Formula One. On the other hand, ALCAN irrevocably undertakes to exchange (and hereby instructs BNP to transfer to the Beneficiary) ALCAN Shares for these PECHINEY Shares.

1.2 - Exchange Ratio. There shall be delivered, for all of the PECHINEY Shares exchanged under Formula One that the Beneficiary will have subscribed for or acquired through exercise of Options under one and the same Options Plan, a number of ALCAN Shares calculated as follows and then rounded up to the next superior whole number of ALCAN Shares:

NASR =	(	CA + (NASO x AV)	)	xNPSSA
		RV

where "NASR" means the total Number of ALCAN Shares (Rounded up to the next superior whole number) to be delivered to the Beneficiary in exchange for all PECHINEY Shares subscribed of or acquired by the Beneficiary through exercise of Options under such one and same Options Plan,

"CA" means the Cash Amount, denominated in Euros, paid by ALCAN under the Offer for one Pechiney Share, such amount being € 24.60, or € 25.60 if more than 95% of PECHINEY's share capital and voting rights on a fully diluted basis is tendered in the Offers (including after Reopening of the Offer),

"NASO" means the Number of ALCAN Shares to be delivered for one PECHINEY Share in accordance with the terms of the Offer (prior to any possible substitution for an equivalent amount of cash of all, or part, of the component in ALCAN Shares offered under the Offer),

"AV" means the Average Value of ALCAN Share (as defined in the ALCAN French Prospectus) definitively retained under the Offer,

"RV" means the Reference Value of ALCAN Share (as defined in the ALCAN French Prospectus) definitively retained under the Offer, and

"NPSSA" means the total number of PECHINEY Shares subscribed of or acquired by the Beneficiary through exercise of Options under such one and same Options Plan.

(see, as an illustration, the example of calculation set out at the end of this Exhibit 1)

1.3 - Other Terms and Conditions for Applying Formula One. The mutual exchange covenants undertaken herein under Formula One (as well as the related instructions given in advance to BNP pursuant to this Liquidity Agreement) shall terminate and will remain without effect, as a matter of right, if the Offer does not succeed.

If the Offer succeeds, the mutual exchange covenants undertaken herein under Formula One (as well as the related instructions given in advance to BNP pursuant to this Liquidity Agreement):

(a) shall apply only after a Delisting Tender Offer for the PECHINEY Shares, and only with respect to Options that will have remained unexercised after the fourth trading day that precedes the last acceptance day of this Delisting Tender Offer;

2. shall continue to apply until the thirtieth day following the last day of the Exercise Period of the Options with respect to which the Beneficiary will have chosen Formula One.

1.4 - Completion of the exchange . The Beneficiary of Options that will have remained unexercised after the fourth trading day that precedes the last acceptance day of the Delisting Tender Offer for the PECHINEY Shares irrevocably waives the right to have PECHINEY Shares he/she will have subscribed for or acquired through exercise of these Options being registered in his/her PECHINEY shareholder account, and to exercise the rights associated therewith, and agrees that the PECHINEY Shares he/she will have subscribed for or acquired through exercise of these Options shall be delivered directly to ALCAN. Consequently, the PECHINEY Shares exchanged for ALCAN Shares under Formula One shall be transferred directly by BNP to an ALCAN's securities account.

The ALCAN Shares to be delivered in exchange to the Beneficiary under Formula One will be transferred by BNP to the Beneficiary by (i) debiting an ALCAN's securities account and (ii) crediting a securities account opened by the Beneficiary with a financial institution of his/her choice and whose references shall have been disclosed by the Beneficiary to BNP no later than the time at which the corresponding Options will have been exercised.

This exchange shall cover all the PECHINEY Shares that the Beneficiary will have subscribed for or acquired by exercising Options under one and the same Options Plan with respect to which he/she will have elected Formula One, except for PECHINEY Shares subscribed for or acquired by exercising Options until the fourth trading day (inclusive) that precedes the last acceptance day of the Delisting Tender Offer for the PECHINEY Shares.

All PECHINEY Shares so exchanged shall be transferred to ALCAN with full legal title, with all rights attached thereto, free and clear of any and all liens and encumbrances, rights, charges, restrictions and other rights of third parties of any kind whatsoever.

All ALCAN Shares so exchanged shall be transferred to the Beneficiary in full legal title, with all rights attached thereto, free and clear of any and all liens and encumbrances, rights, charges, restrictions and other rights of third parties of any kind whatsoever. They shall carry the same rights as existing ALCAN Shares.

1.5 - Date of completion of the Exchange. The transfers provided for under Formula One herein shall be completed upon receipt by BNP of the Beneficiary's request to exercise the Options, regardless of the date thereof, together with payment for the corresponding PECHINEY Shares of an amount equal to the number of PECHINEY Shares so subscribed for or acquired multiplied by the Exercise Price therefor. If such payment is made by uncertified bank check, such transfers will be made upon encashment thereof. The Beneficiary will be responsible for ensuring complete payment to BNP (acting on behalf of PECHINEY) of such amount.

1.6 - ALCAN Shares to be delivered in exchange. ALCAN hereby irrevocably commits to the Beneficiary to transfer in a timely manner to BNP a sufficient number of ALCAN Shares to ensure complete performance of this Liquidity Agreement with the Beneficiary and all other Beneficiaries who have elected Formula One.

1.7 - Financial transactions. The Exercise Price, the number of PECHINEY Shares underlying Options and the exchange ratio of ALCAN Shares for PECHINEY Shares provided for under Formula One will be adjusted to take into consideration the impact, if any, of any transactions that would affect the share capital or shareholders' equity of PECHINEY or ALCAN, including, but not limited to, merger, split-up, distribution of assets, or issue or cancellation of securities. Such adjustments shall be made on the terms and conditions provided by applicable law and regulations and, for the surplus, on the terms and conditions that permit the maintenance of rights granted to the Beneficiary by the Options granted to him/her, as well as the economic equilibrium resulting, for the Beneficiary, from Formula One provided for under this Liquidity Agreement. To avoid having the effect of one and the same transaction counted twice, account will be taken, if necessary, of the adjustment of th e Exercise Price of the Options with respect to which the Beneficiary has elected Formula One, as well as the adjustment of the number of PECHINEY Shares which may be subscribed for or acquired by exercise of such Options, as such adjustments are contemplated under applicable French law and regulations. ALCAN shall keep the Beneficiary and BNP promptly informed of the dates and terms and conditions of each of such adjustments to be thus made.

1.8 - Alternative solutions. If applicable law and regulations of the Beneficiary's state of residence make delivery of ALCAN Shares impossible in fact or in law, ALCAN agrees to offer to the Beneficiary an alternative solution allowing the maintenance, for the Beneficiary, of the economic equilibrium resulting from Formula One provided FOR in this Liquidity Agreement. ALCAN shall keep BNP promptly informed of the foregoing.

*****

Hypothetical example of the calculation of the number of Alcan Shares delivered in exchange for Pechiney Shares (Formula One):

Assumptions used:

- Number of Pechiney Shares Subscribed for or Acquired ("NPSSA") by exercise of Options: 500 Pechiney Shares

- Cash amount ("CA") delivered in connection with the Offer for one PECHINEY Share: € 25.60

- Average Value ("AV") of Alcan Shares finally used in connection with the Offer: € 35.00

- Reference Value ("RV") of Alcan Shares finally used in connection with the Offer (the greater of € 27.40 or the above-described Average Value): € 35.00 €

- Number of Alcan Shares Offered ("NASO") in connection with the Offer for one PECHINEY Share: 0.6543 ALCAN Share.

On the basis of these assumptions, the following number of Shares to be delivered ("NASR") under Formula One:

[ € 25.60 + (0.6543 x € 35.00) ] x 500 Pechiney Shares = 692.8643 ALCAN Shares rounded up to 693 ALCAN Shares

                    € 35.00

EXHIBIT 2 - Formula Two.

2.1 - Beneficiary's waiver of Options (Pechiney Shares). By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary shall be deemed to have irrevocably waived the Options granted to him/her under each Options Plan with respect to which he/she will have elected Formula Two and will irrevocably instruct PECHINEY to have such Options cancelled by BNP. On the other hand, ALCAN irrevocably undertakes to grant to the Beneficiary new options enabling him/her to subscribe for or acquire ALCAN Shares, that (i) will contain all of the characteristics provided for under the Options Plan with respect to which the Beneficiary will have elected Formula Two and (ii) will thus be exercisable during a period corresponding to the unexpired term of the Exercise Period of the Options concerned (the "New Options").

2.2 - Exercise price of the New Options. For each Options Plan with respect to which the Beneficiary will have elected Formula Two, ALCAN will grant to the Beneficiary New Options enabling him/her to subscribe for, or acquire, ALCAN Shares on the basis of one (1) ALCAN Share for one (1) New Option, at a price per ALCAN Share calculated as follows, such price to be then rounded down to the nearest Euro cent:

EPAO =	(	AV	)	x EPPO
		CA + (NASO x AV)

where "EPAO" means the price (rounded down to the nearest Euro cent) for which one ALCAN Share may be subscribed or acquired by exercising one New Option,

"CA" means the Cash Amount, denominated in Euros, paid by ALCAN under the Offer for one Pechiney Share, such amount being € 24.60, or € 25.60 if more than 95% of PECHINEY's share capital and voting rights on a fully diluted basis are tendered in the Offers (including after Reopening of the Offer),

"NASO" means the Number of ALCAN Shares to be delivered for one PECHINEY Share in accordance with the terms of the Offer (prior to any possible substitution for an equivalent amount of cash of all, or part, of the component in ALCAN Shares offered under the Offer),

"AV" means the Average Value of ALCAN Shares (as defined in the ALCAN French Prospectus) definitively retained under the Offer, and

"EPPO" means the Exercise Price of the Option waived by the Beneficiary under Formula Two herein.

(see, as an illustration, the example of calculation set out at the end of this Exhibit 2)

2.3 - Number of New Options granted. Furthermore, for each Options Plan with respect to which the Beneficiary will have elected Formula Two, the number of New Options granted to him/her by ALCAN and enabling him/her to subscribe for, or acquire ALCAN Shares on the basis of one share per New Option, shall be calculated as follows, with such number then being rounded up to the next superior whole number:

NNAO =	NPO x EPPO
	EPAO

where "NNOA" means the total Number (rounded up to the next superior whole number) of New Options to be granted by ALCAN to the Beneficiary under Formula Two,

"NPO" means the total Number of Options waived by the Beneficiary under the Options Plan with respect to which he/she will have elected Formula Two,

"EPAO" means the price (rounded down to the nearest Euro cent) for which one ALCAN Share may be subscribed or acquired by exercising one New Option, as calculated pursuant to Article 2.2, and

"EPPO" means the Exercise Price of the Option waived by the Beneficiary under Formula Two herein.

(see, as an illustration, the example of calculation set out at the end of this Exhibit 2)

If the Beneficiary elects Formula Two with respect to several Options Plans, the foregoing calculations will be made separately for each Options Plan, with the total number of New Options to be granted by ALCAN corresponding to the total quantities thus determined separately.

2.4 - Completion of Formula Two. Formula Two provided for in this Liquidity Agreement will be applied to all Options held by the Beneficiary under the Option Plan with respect to which he/she will have elected Formula Two, except for Options exercised before the third trading day that precedes the last acceptance day of the Delisting Tender Offer for the PECHINEY Shares.

2.5 - Date of completion of Formula Two. Formula Two shall apply only after a Delisting Tender Offer for the PECHINEY Shares, and only with respect to Options that will have remained unexercised after the fourth trading day that precedes the last acceptance day of this Delisting Tender Offer. If, for an Options Plan with respect to which the Beneficiary will have elected Formula Two, New Options are not granted by ALCAN to the Beneficiary by February 29, 2004 at the latest in accordance with the terms and conditions set forth under Formula Two, the Beneficiary's waiver to Options shall be deemed, as a matter of right, cancelled and without effect with respect to this Options Plan, and the Beneficiary shall be deemed automatically, within the meaning and with the effects provided for under this Liquidity Agreement, to have elected Formula One for all Options still held by him/her under same Options Plan.

2.6 - Other terms and conditions for applying Formula Two. The mutual covenants undertaken herein under Formula Two (as well as the related instructions given in advance to BNP pursuant to this Liquidity Agreement) shall terminate and will remain without effect, as a matter of right, if the Offer does not succeed.

If the Offer succeeds, the mutual covenants undertaken herein under Formula Two (as well as the related instructions given in advance to BNP pursuant to this Liquidity Agreement) will apply only to Options (i) that will have remained unexercised after the fourth trading day that precedes the last acceptance day of the Delisting Tender Offer for the PECHINEY Shares (ii) and with respect to which the Beneficiary will have elected Formula Two.

2.7 - Financial Transactions. The number of New Options to be granted under Formula Two, the Exercise Price of the New Options granted under Formula Two, and the number of ALCAN Shares underlying the New Options will be adjusted to take into consideration the impact, if any, of any transactions that affect the share capital or shareholders' equity of PECHINEY or ALCAN, including, but not limited to, merger, split-up, distribution of assets, or issue or cancellation of securities. Such adjustments shall be made on the terms and conditions provided by applicable law and regulations and, for the surplus, on the terms and conditions that permit the maintenance of rights granted to the Beneficiary by the Options granted to him/her, as well as the economic equilibrium resulting, for the Beneficiary, from Formula Two provided for under this Liquidity Agreement. To avoid having the effect of one and the same transaction counted twice, account will be taken, if necessary, of the adjustment of the Exercise Price of the Options with respect to which the Beneficiary will have elected Formula Two, as well as the adjustment of the number of PECHIENY Shares which may be subscribed for or acquired by exercise of such Options, as such adjustments are contemplated under applicable French law and regulations. ALCAN shall keep the Beneficiary and BNP promptly informed of the dates and terms and conditions of each of such adjustments to be thus made.

2.8 - Exclusion of Beneficiaries who are French tax residents. No Beneficiary who is a French tax resident at the time he/she becomes a party to this Liquidity Agreement may elect Formula Two. Consequently, becoming a party to this Liquidity Agreement automatically means,, as a matter of right, election of Formula One for all Options granted to, and still held by to him/her at the time he/she becomes a party to this Liquidity Agreement, regardless of the election indicated on the Acceptance Form to this Liquidity Agreement.

*****

Hypothetical example of calculation of the number of New Options granted by ALCAN (Formula Two):

Assumptions used:

- Cash Amount ("CA") delivered in connection with the Offer for one PECHINEY Share: € 25.60

- Average Value ("AV") of Alcan Shares finally used in connection with the Offer: € 35.00

- Number of Alcan Shares Offered ("NASO) in connection with the Offer for one PECHINEY Share: 0.6543 ALCAN Shares

- Number of Pechiney Options ("NPO") which the Beneficiary gives up under Formula Two: 500 Options

- Exercise Price of such Options ("EPPO"): € 40.00 per PECHINEY Share

- Total possible investment prior to waiver: € 40.00 x 500 Options = € 20,000.00 for 500 Pechiney Shares

Based on these assumptions:

- Exercise Price of New Options ("EPAO") granted by ALCAN under Formula Two:

€ 40.00 x [                     € 35.00                     ] = € 28.8657, rounded to € 28.86 per ALCAN Share.

                        € 25.60 + (0.6543 x € 35.00)

- total Number of New Options ("NNAO") granted by ALCAN in connection with Formula Two:

500 x € 40.00 = 693.0007 New Options, rounded to 694 New Options

    € 28.86

- total possible new investment: € 28.86 x 694 New Options = € 20,028.84 for 694 ALCAN Shares

EXHIBIT 3 - TRANSITIONAL PROVISIONS as long as PECHINEY remains a listed company

(prior to filing the Delisting Tender Offer for the Pechiney Shares)

3.1 - Mutual Covenants prior to the filing a Delisting Tender Offer. By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary irrevocably undertakes to ALCAN to exchange for ALCAN Shares (and hereby irrevocably instructs BNP to transfer to ALCAN) the PECHINEY Shares he/she will have subscribed for or acquired through exercise of the Options in the conditions set forth in Article 3.3 (a), if a Liquidity Default Event for PECHINEY Shares occurs. Conversely, upon the occurrence of a Liquidity Default Event for PECHINEY Shares, ALCAN irrevocably undertakes to exchange (and hereby irrevocably instructs BNP to transfer to such Beneficiary) ALCAN Shares for these PECHINEY Shares. For purposes of the foregoing, a Liquidity Default Event for PECHINEY Shares shall result from the holding by ALCAN, alone or together with one or more other shareholders, of more than 66,66% of the outstanding share capital of PECHINEY, or more than 66,66% of the outstanding rights to vote at general meetings of the shareholders of PECHINEY.

3.2 - Exchange Ratio. The number of ALCAN Shares, to be delivered for all of the PECHINEY Shares to be exchanged pursuant to Article 3.1 and which will have been subscribed for or acquired by the Beneficiary through exercise of Options under one and the same Option Plan, will be determined in accordance with the ratio set forth under Formula One.

3.3 - Conditions for application prior to the filing a Delisting Tender Offer. The terms and conditions provided for in Articles 3.1 and 3.2 (and the related instructions delivered in advance to BNP under this Liquidity Agreement):

(a) shall be applicable to the Options exercised:

(i) after the fourth trading day that precedes the last acceptance day of the Offer or, in the event of Reopening, after the fourth trading day that precedes the day of the Second Close; and

(ii) before the date of publication by the French Conseil des marchés financiers of a notice of filing (avis de dépôt) of a Delisting Tender Offer for the Pechiney Shares, or, in the absence of such a Delisting Tender Offer, until the thirtieth day following the last day of the Exercise Period of the Options;

(b) shall terminate and will remain without effect, as a matter of right, if the Offer does not succeed.

3.4 - Completion prior to the filing a Delisting Tender Offer. The PECHINEY Shares exchanged for ALCAN Shares under Articles 3.1 to 3.3 hereof shall be transferred, off market, directly by BNP to an ALCAN's securities account, in accordance with the same terms and conditions as those set forth in respect of Formula One. Accordingly, the Beneficiary of Options that will have remained unexercised after the fourth trading day that precedes the last acceptance day of the Offer, or, in the event of Reopening, after the fourth trading day that precedes the day of the Second Close, irrevocably waives the right to have PECHINEY Shares he/she will have subscribed for or acquired through exercise of these Options being registered in his/her PECHINEY shareholder account, and to exercise the rights associated therewith, and agrees that the PECHINEY Shares he/she will have subscribed for or acquired through exercise of these Options shall be delivered directly to ALCAN.

(as from the filing of a Delisting Tender Offer for the Pechiney Shares)

3.5 - Mutual Covenants as from the filing a Delisting Tender Offer. By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary irrevocably undertakes to ALCAN to tender to Alcan (and hereby irrevocably instructs BNP to tender to ALCAN) the PECHINEY Shares he/she will have subscribed for or acquired through exercise of the Options:

(a) as from the day (inclusive) of publication by the French Conseil des marchés financiers, of a notice of filing (avis de dépôt) of a Delisting Tender Offer for the Pechiney Shares; and

(b) until the fourth trading day (inclusive) that precedes the last acceptance day of this Delisting Tender Offer.

The PECHINEY Shares thus tendered by the Beneficiary to ALCAN shall be transferred by BNP to ALCAN in accordance with the settlement stock exchange procedure applicable to this Delisting Tender Offer. Such transfer will only be completed upon receipt by BNP of the Beneficiary's request to exercise the Options, together with payment for the corresponding PECHINEY Shares of an amount equal to the number of PECHINEY Shares so subscribed for or acquired multiplied by the Exercise Price therefor. If such payment is made by uncertified bank check, such transfers will be made upon encashment thereof. The Beneficiary will be responsible for ensuring complete payment to BNP (acting on behalf of PECHINEY) of such amount.

In exchange for r the PECHINEY Shares tendered to this Delisting Tender Offer, ALCAN irrevocably undertakes to pay to the Beneficiary, as the purchase price, an amount per PECHINEY Share, denominated in Euros, equal to the amount offered by ALCAN for one PECHINEY Share under this Delisting Tender Offer. This price will be remitted by ALCAN to BNP in accordance with the settlement stock exchange procedure applicable to this Delisting Tender Offer. The corresponding amount will then be transferred by BNP to the Beneficiary by crediting an account opened by the Beneficiary with a financial institution of his/her choice and whose references will have been disclosed by the Beneficiary no later than at the time of exercise of the Options concerned.

3.6 - Temporary black-out period at the end of the Delisting Tender Offer. By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary irrevocably undertakes, in the event there is a Delisting Tender Offer for PECHINEY Shares, not to exercise Options between:

(a) the third trading day (inclusive) that precedes the last acceptance day of this Delisting Tender Offer; and

(b) the date (inclusive) of completion of the squeeze out of the PECHINEY Shares, as provided for in articles 5-7-1 to 5-7-3 of the French Règlement général of the French Conseil des marchés financiers or, in the absence of squeeze out subsequently to this Delisting Tender Offer, the last acceptance day (inclusive) of this Delisting Tender Offer.

At the end of the aforementioned temporary black-out period, either Formula One (Exhibit 1) or Formula Two (Exhibit 2) will be applied for the balance of the Options still held by the Beneficiary under any Options Plan, depending on the election made by the Beneficiary with respect to this plan.

The terms and conditions set forth in this Article 3.6 shall terminate and will remain without effect, as a matter of right, if the Offer does not succeed..

*****

EXHIBIT 4 - Definitions and Other Applicable Conditions.

4.1 - Definitions. In this Liquidity Agreement, the terms and expressions set out below shall have the following meanings:

"ALCAN":	Alcan Inc., a Canadian stock corporation organised under the laws of Canada, registered in Canada under number 310145-2, the principal place of business of which is located at 1188 rue Sherbrooke Ouest/West Sherbrooke Street, Montréal (Québec), Canada H3A 3G2.
"ALCAN French Prospectus":	the French offer prospectus (note d'information) issued by ALCAN Inc. and cleared by the French Commission des opérations de bourse under the visa number 03-858 dated October 2, 2003.
"ALCAN Shares":	ordinary shares issued by ALCAN.
"Average Value"	the Average Value of Alcan Shares, as such expression is more fully defined in the ALCAN French Prospectus.
"Beneficiary":	an individual to whom Options have been granted by PECHINEY's Board of Directors prior to November 17, 2003 and who becomes a party to this Liquidity Agreement.
"BNP":	BNP Paribas Securities Services, a French corporation (société anonyme) having its registered office located at 3 rue d'Antin, 75002 Paris (France), registered with the Trade and Companies Registry (Registre du commerce et des sociétés) of Paris under number 552 108 011, acting as agent on behalf of PECHINEY and ALCAN in the management and administration of Options Plans as well as in the performance of this Liquidity Agreement.
"Delisting Tender Offer":	the public tender offer for PECHINEY Shares, made by ALCAN under Articles 5-6-1 to 5-6-7 of the French Règlement général of the French Conseil des marchés financiers français in order to de-list PECHINEY shares from the French stock exchange.
"Exercise Period":	the period during which the Options may be exercised by the Beneficiary, i.e.: for the Options granted on 26 June 1996, until 25 June 2006 inclusive; for the Options granted on 25 June 1997, until 25 June 2007 inclusive; for the Options granted on 16 September 1997, until 15 September 2007 inclusive; for the Options granted on 18 May 1998, until 18 May 2008 inclusive; for the Options granted on 25 November 1998, until 24 November 2008 inclusive ; for the Options granted on 2 June 1999, until 02 June 2009 inclusive; for the Options granted on 8 November 1999, until 07 November 2009 inclusive; for the Options granted on 22 December 2000, until 22 December 2010 inclusive; for the Options granted on 25 July 2001, until 25 July 2011 inclusive; for the Options granted on 28 mars 2002, until 28 mars 2012 inclusive; for the Options granted on 3 April 2003, until 03 April 2013 inclusive.
"Exercise Price"	the price to be paid to PECHINEY by a Beneficiary, for one (1) PECHINEY Share subscribed for, or acquired, by exercising an Option, i.e., as of the day of the first closing of the acceptance period of the Offer (and subject to subsequent adjustments, as provided for in this Liquidity Agreement): for the Options granted on 26 June 1996: € 30.98 for the Options granted on 25 June 1997: € 29.21 for the Options granted on 16 September 1997:  € 38.09 for the Options granted on 18 May 1998: € 41.22 for the Options granted on 25 November 1998: € 26.65 for the Options granted on 2 June 1999: € 37.42 for the Options granted on 8 November 1999: € 49.94 for the Options granted on 22 December 2000: € 46.29 for the Options granted on 25 July 2001: € 59.98 for the Options granted on 28 March 2002: € 59.76 for the Options granted on3 April 2003: € 31.73
"Offer":	the increased public tender offer (mixed offer) made by ALCAN for, among other things, Pechiney Shares, subject to the ALCAN French Prospectus, as well as the French response statement (note en réponse) issued by PECHINEY and cleared by the French Commission des opérations de bourse under the visa number 03-926 dated October 27, 2003.
"Offers":	The Offer and, together with the Offer, the public tender offer governed by the laws and regulations of the United States of America and made by ALCAN on terms substantially identical to those of the Offer, for PECHINEY's American Depositary Shares (regardless of the place of residence of the holders thereof) and for the PECHINEY Shares, the PECHINEY bonus allocation rights to receive PECHINEY Shares without consideration and the OCEANEs issued by PECHINEY, that are held by persons residing in the United States of America or in Canada.
"Option":	any option to subscribe for, or acquire, PECHINEY Shares still outstanding as of November 17, 2003 and which was granted to the Beneficiary by PECHINEY's Board of Directors on 26 June 1996, 25 June 1997, 16 September 1997, 18 May 1998, 25 November 1998, 2 June 1999, 8 November 1999, 22 December 2000, 25 July 2001, 28 March 2002, or 3 April 2003, each Option enabling the Beneficiary to subscribe for, or acquire, one (1) PECHINEY Share in consideration of payment to PECHINEY of the Exercise Price therefor.
"Options Plans"	the eleven Options Plans implemented by PECHINEY in 1996, 1997, 1998, 1999, 2000, 2001, 2002, and 2003 upon decisions of PECHINEY's Board of Directors.
"PECHINEY"	Pechiney, a French corporation (société anonyme) having its registered office located at 7 place du Chancelier Adenauer, 75116 Paris (France), registered with the Trade and Companies Registry (Registre du commerce et des sociétés) of Paris under number 562 095 166.
"Pechiney Shares":	ordinary PECHINEY shares, or shares of the surviving company of any amalgamation or of the beneficiary companies of any spin-off that may be substituted for ordinary PECHINEY shares in connection with a merger or spin-off of PECHINEY.
"Reference Value"	the Reference Value, as such expression is more fully defined in the ALCAN French Prospectus.
"Reopening":	the re-opening of the Offer pursuant to Article 5-2-3-1 of the French Règlement général of the French Conseil des marchés financiers français.
"Restricted Period":	the period during which the Beneficiary may not dispose of the shares subscribed for, or acquired, by exercising Options without such disposal causing unfavourable consequences from a tax or social contribution point of view for the employer of the Beneficiary, i.e.: for persons having have their tax residence in France and under current law, the period indicated in Article 163 bis C.I. of the French Code Général des Impôts in its current provisions as applicable to the Options concerned, i.e., five (5) years from the date the Options are awarded for Options granted prior to 27 April 2000 and four (4) years from the date the Options are awarded for Options granted as from 27 April 2000, except in the case of early exemption as provided for in Article 91 ter of Annex II of the French Code Général des Impôts; and for persons having have their tax residence in a country other than France, the mandatory holding period provided for under any applicable law or regulation, the non-compliance with which would cause unfavourable consequences from a tax or social contribution point of view for the company that employs the Beneficiary.
"Second Closing":	the closing of the Offer after the Offer will have been re-opened pursuant to article 5-2-3-1 of the French Règlement général of the French Conseil des marchés financiers français.

4.2 - Effectiveness of this Liquidity Agreement. This Liquidity Agreement shall become effective between ALCAN et PECHINEY as from November 17, 2003. In addition, each Beneficiary may rely on the terms and conditions provided in this Liquidity Agreement as from the date that he/she becomes a party hereto, and the terms and conditions of this Liquidity Agreement shall be enforceable against him/her as from the date he/she/it becomes a party hereto.

PECHINEY shall promptly advise ALCAN of the Acceptance Forms to this Liquidity Agreement received, including, for each Beneficiary of the number of Options in respect oh which he/she will have elected Formula One or Formula Two, respectively.

4.3 - Lack of explicit election between Formula One and Formula Two. If, for an Options Plan, the Beneficiary does not elect either Formula One or Formula Two, becoming a party to the Liquidity Agreement shall mean automatically and as a matter of right application of Formula One to all the Options awarded to and still held by him/her at the time of his/her adhesion in respect of the Options Plan with respect to which no election will have been indicated.

4.4 - Power and authority. By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary grants irrevocable and unconditional powers and authority to BNP, ALCAN, and PECHINEY, acting jointly or separately, in the name and on behalf of the Beneficiary, for the purpose of sending or receiving any notice and signing or receiving any form required for the proper performance of this Liquidity Agreement and, as a general matter, making any statement, delivering any certificate, signing any agreement, deed, or other document in the name, and on behalf, of the Beneficiary, required for the proper performance of this Liquidity Agreement, consistent with the elections made or deemed to be made by the Beneficiary at the time he/she becomes a party to this Liquidity Agreement. The Beneficiary also agrees to ratify any action taken by BNP, ALCAN or PECHINEY pursuant to such powers and authority consistently with the elections that he/she thus h ave made.

4.5 - Continuation of this Agreement in the event of Beneficiary's departure. It is expressly agreed that the Beneficiary shall retain the benefit of his/her Options and, if any, the New Options granted to him/her under Formula Two, during the entire unexpired term

of the exercise period thereof and will have the right in respect of such options to rely on the provisions contained in this Liquidity Agreement:

(a) if the employment agreement between the Beneficiary and PECHINEY, ALCAN or any other company affiliated to PECHINEY or ALCAN within the meaning of Article L. 225-180 of the French Code of Commerce, as currently into force on the date hereof, is terminated having the effect, among other things, of terminating any position of the Beneficiary within PECHINEY, ALCAN or such other PECHINEY or ALCAN affiliated company, where such termination results from a resignation or for any other reason other than a dismissal for gross negligence (faute grave) and, in addition, such termination occurs between (i) the date on which the Beneficiary becomes a party to this Agreement and (ii) the end of the period of eighteen (18) months that follows the publication in Paris of the final results of the Offer confirming the successful completion of the Offer;

(b) in the event of the sale of all or part of the share capital of the company in which the Beneficiary holds his/her position, that has the effect, among other things, of ending any and all positions of such Beneficiary within PECHINEY, ALCAN or any other company affiliated to PECHINEY or ALCAN within the meaning of Article L. 225-180 of the French Code of Commerce, as currently into force on the date hereof, where such sale is the subject of an agreement with an acquirer between (i) the date on which the Beneficiary becomes a party to this Agreement and (ii) the end of the period of eighteen (18) months that follows the publication in Paris of the final results of the Offer confirming the successful completion of the Offer;

(c) in the event of termination for any reason by the Beneficiary of the exercise of the responsibilities of any office that the Beneficiary used to held within PECHINEY or on PECHINEY's Board of Directors on the day the Offer commenced, where such office or directorship ends between (i) the date on which the Offer commenced and (ii) the end of the period of eighteen (18) months that follows the publication in Paris of the final results of the Offer confirming the successful completion of the Offer.

In addition, if one of the events described in (a), (b), or (c) above occurs after the aforesaid 18 month period, the Options awarded to the Beneficiary by the Board of Directors of PECHINEY and the New Options that will have been granted to the Beneficiary under Formula Two which are still subject to a Restricted Period at the time such event occurs will remain exercisable by the Beneficiary during the thirty (30) days following expiration of such Restricted Period and the Beneficiary will be entitled to rely on the terms and conditions of this Liquidity Agreement with respect to such exercise accordingly.

4.6 - Successors. This Liquidity Agreement shall inure to the benefit of, and be binding upon, all parties hereto and to their respective successors and assigns. It is, however, expressly agreed that the Beneficiary may not transfer or assign (except in the case of succession, in which case ALCAN shall be promptly advised thereof) the benefit of this Liquidity Agreement without the prior written consent of ALCAN and PECHINEY. The Beneficiary, however, if the Restricted Period has expired, may make gifts of the Pechiney Shares subscribed for or acquired by exercise of the Options, as well as of the Alcan Shares received in exchange for the Pechiney Shares under this Liquidity Agreement or subscribed for or acquired by exercise of the New Options, subject to assumption by the donee of all obligations by which the Beneficiary is bound under this Liquidity Agreement and the giving of notice to ALCAN and BNP by the Beneficiary of such gift.

4.7 - Third Parties. No person other than the Beneficiary, ALCAN, PECHINEY and BNP may rely on the terms and conditions of this Liquidity Agreement, except in the cases provided for in Article 4.6.

However, ALCAN may substitute for itself one of its subsidiaries in the performance of the terms and conditions provided for in this Liquidity Agreement. Nevertheless, ALCAN cannot, in the performance of the terms and conditions provided for in this Liquidity Agreement, replace ACLAN Shares with other securities without the Beneficiary's prior written consent.

In addition, ALCAN may appoint an agent to replace BNP for the purpose of this Liquidity Agreement.

4.8 - Notices, Deliveries. Any communication, notice, certificate, evidence of ownership and delivery to be made or given under this Liquidity Agreement shall be made or given at the risk of the Beneficiary. Any correspondence to be sent to the Beneficiary in respect of this Liquidity Agreement shall be sent to his/her last known address, as it appears in the records of PECHINEY, ALCAN or BNP (unless the Beneficiary, in the meantime, has given notice to PECHINEY, ALCAN or BNP of a new address).

4.9 - Absence of Representations and Warranties; Liability. None of PECHINEY, ALCAN, BNP or any officer or director or representative of PECHINEY, ALCAN or BNP makes or gives any representation or warranty relating to ALCAN, the ALCAN Shares, or the operations, business, or prospects of ALCAN. Before becoming a party to this Liquidity Agreement, the Beneficiary will have to make his/hers own assessment and form its own opinion on the advisability of obtaining ALCAN Shares or options to acquire or subscribe for ALCAN Shares as set forth in this Liquidity Agreement, and, in case of doubt, to obtain the opinion any specialized counsel of his/her choice. Neither PECHINEY, ALCAN or BNP, nor any officer or director or representative of PECHINEY, ALCAN or BNP, may be liable nor their liability may be incurred in relation to any financial, tax, or other consequences that may result, for the Beneficiary or his/her successors or assigns, from or with respect to this Liquidity Agr eement.

4.10 - Costs of Performing this Agreement. Any and all costs relating to the performance of this Liquidity Agreement shall be borne and will remain the responsibility of PECHINEY and ALCAN, which hereby agree thereto, and shall not in any way be charged to the Beneficiary, except for brokerage fees or trading charges or taxes, if any, for which the Beneficiary is responsible in connection with sale in the market of the PECHINEY Shares subscribed for or acquired by exercising the Options, or in connection with the sale in the market of the ALCAN Shares received in exchange for the Pechiney Shares under this Liquidity Agreement or subscribed for or acquired through exercise of New Options.

4.11 - Amendments. Any change to the terms and conditions provided in this Liquidity Agreement, or any variation in the application of the terms and conditions provided in this Liquidity Agreement, shall become possible only upon acceptance of such change or variation by PECHINEY, ALCAN and the Beneficiary involved.

4.12 - Governing Law. This Liquidity Agreement shall be governed and construed in accordance with French law.

*****

ACCEPTANCE FORM TO THE LIQUIDITY AGREEMENT

(Stock options to subscribe for or acquire PECHINEY Shares)

The undersigned ⁽¹⁾ r Mrs. ⁽¹⁾ r Miss ⁽¹⁾ r Mr.

 Last Name                                                     First and middle names

            Address of tax residency

            Mailing Address (if different)

            Date and place of birth

Having familiarized myself with the terms of the letter dated November 17, 2003 that was sent to me by ALCAN and having also familiarized myself with the terms and conditions of the Liquidity Agreement entered into between ALCAN and PECHINEY on November 17, 2003, as well as with Exhibit 1, Exhibit 2, Exhibit 3, and Exhibit 4 thereto (together with this Acceptance Form, the "Liquidity Agreement"), I hereby confirm my irrevocable and unconditional agreement with the terms and conditions set forth in this Liquidity Agreement and hereby declare that I fully adhere to them.

In addition, I hereby declare, separately for each of the following Options Plans, that I elect the following formula set forth in this Liquidity Agreement, for all of the Options still held by me as of today and that were awarded to me under such Options Plan (no Beneficiary having his/her tax residency in France is eligible to elect Formula Two - see, reverse side hereof for further explanation) :

Option Plans	Formula One	Formula Two (except French tax residents)
Plan of June 26, 1996	(1) r	(1) r
Plan of June 25, 1997	(1) r	(1) r
Plan of September 16, 1997	(1) r	(1) r
Plan of May 18, 1998	(1) r	(1) r
Plan of November 25, 1998	(1) r	(1) r
Plan of June 2, 1999	(1) r	(1) r
Plan of November 8, 1999	(1) r	(1) r
Plan of December 22, 2000	(1) r	(1) r
Plan of July 25, 2001	(1) r	(1) r
Plan of March 28, 2002	(1) r	(1) r
Plan of April 3, 2003	(1) r	(1) r

Note for persons deemed to be residing outside France for tax purposes: IT IS NOT POSSIBLE TO MIX FORMULAE WITH RESPECT TO A SAME PLAN. If, for an Options Plan, the Beneficiary does not indicate that he/she has elected either Formula One or Formula Two, becoming a party to this Liquidity Agreement shall mean automatically and as a matter of right application of Formula One to all the Options awarded to and still held by him/her at the time of his/her adhesion in respect of the Options Plan with respect to which no election will have been indicated.

Note for French tax residents: If the Beneficiary is presently a French tax resident, he/she may not elect Formula Two, and becoming a party to the Liquidity Agreement will mean automatically and as a matter of right election of Formula One to all the Options awarded to and still held by him/her at the time of his/her adhesion, regardless of the election indicated in this Acceptance Form.

Finally, I hereby give all powers and authority to BNP PARIBAS SECURITIES SERVICES, PECHINEY and ALCAN, as provided in this Liquidity Agreement, to act jointly or separately in my name and on my behalf to all extent required to ensure the proper performance of this Liquidity Agreement in strict consistency with the foregoing elections as set forth in this Liquidity Agreement.

I hereby specify in advance that:

• the ordinary ALCAN shares to which I will be entitled to under this Liquidity Agreement shall be credited to my following securities account:

            Securities account number

            bankbranch/office

            Address of branch/office

Enclosed: ⁽¹⁾ r account information form                 ^{(1) (2)} r other document

 

• the amounts in cash to which I will be entitled to under this Liquidity Agreement should be credited to my bank account, as follows:

            bank account number

            bank branch/office

            Address of branch/office

Enclosed: ⁽¹⁾ r account information form                 ^{(1) (2)} r other document

Telephone number(s) where I may be reached, if necessary:

Signed in _________________, on ____________________________________________

Handwritten legend ⁽³⁾:

(Signature) ⁽³⁾

(1) Check the appropriate box, or the box corresponding to your choice.

(2) Other document showing the account number, the reference numbers and any other information enabling the correct identification of the bank's or other financial institution's place to which the transfer must be directed.

(3) Your signature must be preceded by the handwritten legend "Acknowledged and agreed, with valid powers and authority, as per terms and conditions set forth in this Liquidity Agreement") .

EX-5

EXHIBIT 5.1

ALCAN
1188 Sherbrooke Street West Montreal, Quebec H3A 3G2 Canada	P.O. Box 6090 Montreal, Quebec H3C 3A7 Canada	Tel.:	(514) 848-8000
		Fax:	(514) 848-8115
		www.alcan.com

December 24, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as counsel for Alcan Inc., a Canadian corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to 505,950 Common Shares (the "Common Share"), without nominal or par value of the Company, as contemplated in the Company's Registration Statement on Form S-8 being filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Act (the "Registration Statement"). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

In reaching the conclusions expressed in this opinion, I have examined such certificates of public officials and of corporate officers and directors and such other documents and matters as I have deemed necessary or appropriate, relied upon the accuracy of facts and information set forth in all such documents, and assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, and the authenticity of the originals from which all such copies were made.

Based on the foregoing, I am of the opinion that the Common Shares, upon due execution by proper officers of the Company and delivery thereof in the manner and on the terms described in the plans subject to the Registration Statement, will be legally issued, fully paid and non-assessable.

The foregoing opinion is limited to matters involving the laws of Canada and the Province of Quebec.

                                                                                                                                Very truly yours,

                                                                                                                                /s/ Roy Millington                      

                                                                                                                                Roy Millington

                                                                                                                                Corporate Secretary

EX-23

Exhibit 23.1

PricewaterhouseCoopers

Chartered Accountants

Rene-Levesque Boulevard West

Suite 2800

Montreal, Quebec

Canada  H3B 2G4

Telephone +1 (514) 205 5000

Facsimile +1 (514) 205 5675

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alcan Inc. (the "Registration Statement"), of our report dated February 9, 2003 (except as to Note 30 and Note 31 which are as of August 14, 2003) relating to the financial statements and our comments by auditors on Canada-United States Reporting Difference dated February 9, 2003 (except as to Note 30 and Note 31 which are as of August 14, 2003), which appear in Alcan Inc.'s Form 10-K/A for the year ended December 31, 2002.

December 24, 2003

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP