S-8

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Certain Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
ALCAN ALUMINIUM LIMITED EXHIBIT INDEX

As filed with the Securities and Exchange Commission on ____________, 1999

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

ALCAN ALUMINIUM LIMITED
(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)

ALCAN ALUMINUM CORPORATION HOURLY EMPLOYEES’ SAVINGS PLAN

(Full title of the plan)

David McAusland, Secretary
ALCAN ALUMINIUM LIMITED
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
514-848-8000 Robert A. Miller, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
216-622-8200

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

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
Title of			Maximum		Maximum
Securities	Amount		offering		Aggregate		Amount of
to be	to be		price		Offering		registration
registered(1)	registered		per share (1)		Price (2)		fee
Common Stock,		30,361 shares	$	33.3125	$	1,011,400.81	$	282.00

(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 II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following documents of Alcan Aluminium, Limited (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, 1998;
2.	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999;
3.	The Company’s Current Report on Form 8-K filed April 26, 1999;
4.	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999;
5.	The Company’s Current Report on Form 8-K filed August 11, 1999; and
6.	The Company’s Current Report on Form 8-K filed September 16, 1999

      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.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of 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 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.

      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 Corporation Act (the “Act”), the governing Act to which the Company is subject, provides that, except in the case of an action taken by the Company as provided below, a Director or Officer may be indemnified by the Company against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment if (i) he acted honestly and in good faith with a view to the best interests of the Company; and (ii) in the case of a criminal or administrative action or proceeding he had reasonable grounds for believing that his conduct was lawful. The right of indemnification is more limited where Directors and Officers are sued by the Company or on its behalf by a shareholder. In those cases, the Company may with the approval of a court indemnify Directors and Officers against all costs, charges and expenses but not the amount of the judgment or settlement of an action, provided he fulfills the conditions of (i) and (ii) above. A Director or Officer must be indemnified for costs, charges and expenses if he was substantially successful on the merits in his defense and fulfills the conditions of (i) and (ii) above.

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

      “18. 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 or administrative action or 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 reason of having undertaken such liability, if

      (a) he 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 Company also has an insurance policy covering Directors and Officers of the Company and 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 Company or its subsidiaries.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      See the Exhibit Index at Page E-1 of this Registration Statement.

Item 9. Undertakings

      A. 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:

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

      (ii) 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

      (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 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 the termination of the offering.

      B. 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.

      C. 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 provisions 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 appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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 18th day of October, 1999.

ALCAN ALUMINIUM LIMITED

By: /s/ Jacques Bougie*
Jacques Bougie
President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator (or other persons who administer the employee benefit plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland on this 18th day of October, 1999.

/s/ John N. Stamatiades
(Signature)

John N Stamatiades
Member Alcancorp Employee Benefits
Committee

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 18, 1999.

Signature	Title
/s/ ___________________*	Director
Eleanor R. Clitheroe
/s/ Jacques Bougie* Jacques Bougie	Director, President and Chief Executive Officer (Principal Executive Officer)
/s/ Warren Chippindale*	Director
Warren Chippindale
/s/ Travis Engen*	Director
Travis Engen
/s/ John R. Evans*	Chairman of the Board
John R. Evans
/s/ Allen E. Gotlieb*	Director
Allen E. Gotlieb
/s/ J. E. Newall*	Director
J. E. Newall
/s/ Peter H. Pearse*	Director
Peter H. Pearse
/s/ Sir George Russell*	Director
Sir George Russell
/s/ Guy Saint-Pierre*	Director
Guy Saint-Pierre
/s/ ___________________*	Director
Gerhard Schulmeyer
/s/ ___________________*	Director
Paul M. Tellier
/s/ Suresh Thadhani* Suresh Thadhani	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Richard Genest* Richard Genest	Chief Accountant (Principal Accounting Officer)
/s/ William H. Jairrels*	Authorized Representative in the
William H. Jairrels	United States of America
*By /s/ Sanford Yosowitz Sanford Yosowitz as Attorney-in-Fact

ALCAN ALUMINIUM LIMITED
EXHIBIT INDEX

Exhibit Number	Description	Sequential Page
4.1	Certificate of Amalgamation dated January 1, 1995, Certificate of Amendment dated May 8, 1995, as amended (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 1996 filed on or about March 28, 1997 (File No. 1-3677))
4.2	Amended and Restated By-laws No. 1A of the Company (incorporated herein by reference to Exhibit 3.5 to the Annual Report on the Form 10-K of the Company for the year ended December 31, 1987 filed on or about March 28, 1988 (File No. 1-3677))
4.5	Alcan Aluminum Corporation Hourly Employees’ Savings Plan (as Amended and Restated as of September 1, 1997 (filed herewith)
5.1	Opinion of Serge Fecteau, Legal Counse; regarding the validity of the securities being registered (filed herewith)
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants (filed herewith)
23.2	Consent of Serge Fecteau, Legal Counsel (included in Exhibit 5.1)
24.1	Powers of Attorney executed by persons who signed this registration statement on behalf of the Company.

  EX-4.5 2 EXHIBIT 4.5 1 Exhibit 4.5 ALCAN ALUMINUM CORPORATION HOURLY EMPLOYEES' SAVINGS PLAN (Amendment and Restatement as of September 1, 1997) 2 FOREWORD Effective as of October 28, 1987, Alcan Aluminum Corporation adopted the Alcan Aluminum Corporation Hourly Employees' Savings Plan (the "Plan") for the benefit of eligible employees. Since its inception, the Plan has been amended from time to time, and was restated effective January 1, 1989 in order to reflect the requirements of the Tax Reform Act of 1986 and to make certain other changes. The Plan is again amended and restated, effective September 1, 1997 (except as otherwise specifically provided herein, including, without limitation, Appendix G hereto) to reflect changes in the administration of the Plan and to make certain other changes. Except as the text may specifically provide otherwise, the terms and provisions of the Plan as hereinafter set forth and as it hereafter may be amended from time to time, establish the rights and obligations with respect to Participants (as hereinafter defined) employed on and after September 1, 1997, to transactions under the Plan on and after such date, and to the administration, investment, and distribution of the Accounts of Participants whose employment terminated before September 1, 1997, but whose Accounts under the Plan were not fully distributed prior to that date. The Plan in its entirety is intended to be a profit sharing plan and to comply with the provisions of Section 401(a) of the Internal Revenue Code and applicable regulations thereunder, and the adoption of the Plan is expressly conditioned upon receipt of a favorable determination letter from the Internal Revenue Service with respect to the Plan as set forth in this document. 3 Alcan Aluminum Corporation Hourly Employees' Savings Plan (Amendment and Restatement as of September 1, 1997) Table of Contents ----------------- ARTICLE PAGE - ------- ---- FOREWORD ............................................................... ARTICLE 1 Definitions................................................... ARTICLE 2 Eligibility and Participation................................. ARTICLE 3 After-Tax Contributions and Before-Tax Contributions.......... ARTICLE 4 Employer Contributions........................................ ARTICLE 5 Investment of Contributions................................... ARTICLE 6 Valuation..................................................... ARTICLE 7 Vesting....................................................... ARTICLE 8 Withdrawals During Employment................................. ARTICLE 9 Distributions on Termination of Employment.................... ARTICLE 10 Miscellaneous................................................ ARTICLE 11 Fiduciary and Administration................................. ARTICLE 12 Management of the Trust Fund................................. ARTICLE 13 Amendment, Modification, Suspension or Termination........... ARTICLE 14 Participation in Plan by Subsidiary or Affiliate............. 4 ARTICLE 15 Loans to Participants........................................ ARTICLE 16 Rollovers and Transfers...................................... ARTICLE 17 In Event Plan Becomes Top-Heavy.............................. SCHEDULE 1 Table of Applicability...................................... APPENDIX A INSTRUMENT OF ADOPTION -- Sebree, Kentucky.................. APPENDIX B AMENDED INSTRUMENT OF ADOPTION -- Terre Haute, Indiana...... APPENDIX C RESERVED -- St. Louis, Missouri.............................. APPENDIX D INSTRUMENT OF ADOPTION -- Warren, Ohio....................... APPENDIX E INSTRUMENT OF ADOPTION-- Fairmont, West Virginia............. APPENDIX F INSTRUMENT OF ADOPTION -- Louisville, Kentucky............... APPENDIX G Temporary Provisions and Restrictions........................ 5 ARTICLE 1 Definitions ----------- The following words and phrases, as used herein, shall have the following meanings unless a different meaning is plainly required by the context. Some of the words and phrases used in the Plan are not defined in this Article I, but for convenience are defined as they are introduced into the text: 1.1 "Accounts" means a Participant's After-Tax Account, Basic Account, Before-Tax Account, Qualified Account, Rollover Account and any other account established pursuant to an Appendix attached hereto. 1.2 "Act" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all lawful regulations promulgated thereunder. 1.3 "Affiliated Company" means Alcan Aluminium Limited, any Employer, any corporation affiliated with Alcan Aluminium Limited through more than 50% ownership, or any corporation designated by the Corporation to be an Affiliated Company. 1.4 "After-Tax Account" means the Account to which the Participant's After-Tax Contributions are credited, as adjusted in accordance with Article 6. 1.5 "After-Tax Contributions" means the contributions of a Participant by means of payroll deductions from the Participant's Compensation after applicable income taxes pursuant to Section 3.1. 1.6 "Alternate Payee" means a person who has or may potentially have a right, pursuant to a Qualified Domestic Relations Order, to receive all or a portion of the benefits payable under the Plan with respect to a Participant. 1.7 "Appropriate Form" means the form provided or prescribed by the Plan Administrator for the particular purpose. 1.8 "Basic Account" means the account maintained for a Participant to which is credited the Basic Contributions, if any, made on account of the Participant, as adjusted in accordance with Article 6. 1.9 "Basic Contributions" means the contributions of an Employer, if any, pursuant to Section 4.1. (See Appendices attached to this Plan.) 1.10 "Before-Tax Account" means the Account maintained for a Participant to which Before-Tax Contributions are credited, as adjusted in accordance with Article 6. 1.11 "Before-Tax Contributions" means the contributions made by the Employer pursuant to an election by a Participant to reduce any Compensation and/or Special Compensation otherwise currently payable to the Participant by an equal amount in accordance with the provisions of Section 3.2. 6 1.12 "Beneficiary" means a beneficiary or beneficiaries entitled to receive any benefits payable after the death of the Participant, as provided in Section 2.5. 1.13 "Board" or "Board of Directors" means the Board of Directors of the Corporation. 1.14 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all lawful regulations promulgated thereunder. 1.15 "Compensation" means direct compensation of a continuing nature paid to an Eligible Employee during any payroll period by an Employer or Employers. Compensation includes, but is not limited to, regular base pay, incentive program pay, overtime and other premium pay, lump sums which are paid after January 1, 1989 in lieu of salary or wage increases to each member of a defined group in a way which does not discriminate in favor of highly paid employees, and amounts contributed by compensation reduction and deferral to the Plan and to any plan under Section 125 of the Code. Compensation excludes, but the exclusion is not limited to, pay on the inactive payroll, Special Compensation as defined herein, gain sharing or similar payments (whether or not designated as Special Compensation), and vacation pay made in a lump sum because of termination. The amount of Compensation which, on an aggregate basis together with Special Compensation, is taken into account hereunder shall not be in excess of (a) $200,000, as adjusted for changes in the cost of living as provided in Section 415(d) of the Code, for any Plan Year commencing after December 31, 1988 and before January 1, 1994 and (b) $150,000, as automatically adjusted as provided in Section 401(a)(17) of the Code, for any Plan Year commencing after December 31, 1993. For any period shorter than a full Plan Year, the applicable limitation set forth in the immediately preceding sentence shall be multiplied by a fraction, the numerator of which is the number of months in such period, and the denominator of which is twelve. 1.16 "Corporate Group" means the Corporation and any other company which is related to the Corporation as a member of a controlled group of corporations in accordance with Section 414(b) of the Code, as a trade or business under common control in accordance with Section 414(c) of the Code, as an affiliated service group in accordance with Section 414(m) of the Code, or in any other manner in accordance with Section 414(o) of the Code. For the purposes under the Plan of determining a person's period of employment, each such other company shall be included in the Corporate Group only for such period or periods during which such other company is a member of such controlled group, under such common control, an affiliated service group or otherwise required to be aggregated, except as is designated pursuant to Section 14.2. 1.17 "Corporation" means Alcan Aluminum Corporation and any successor to such corporation by merger, or any other corporation or business entity which agrees to assume the position of Corporation hereunder. 1.18 "Disability" means disablement by disease or accidental bodily injury which prevents a person from performing any and every duty of his normal occupation, as determined by the Plan Administrator pursuant to uniform and nondiscriminatory rules, and which has lasted continuously for a six-month period. 7 1.19 "Domestic Relations Order" means any judgment, decree or order as defined in Section 414(p)(1)(B) of the Code. 1.20 "Effective Date" means October 28, 1987. The effective date of this amendment and restatement is September 1, 1997, the date on which this instrument is generally effective. 1.21 "Eligible Employee" means a person who is regularly employed (or deemed to be employed) on a full-time basis on the active payroll by an Employer or by another member of the Corporate Group at a unit or division designated for participation in the Plan by the board of directors of such Employer, all in the manner and subject to the conditions contemplated under Articles 2 and 14 and any applicable Appendix. A person who is employed on a part-time or temporary basis by an Employer at a unit or division so designated for participation in the Plan shall be deemed an Eligible Employee only as and when such person has completed a one-year period of Service, commencing with the date the individual first performed an hour of service within the meaning of 29 CFR Section 2530.200b-2(a)(1) (which is incorporated herein by this reference) for any Affiliated Company or Predecessor Company. In no event, however, shall a person who is (i) employed on a temporary basis, or (ii) treated as an employee of the Employer solely by reason of being a "Leased Employee" as defined in Section 414(n) of the Code, be considered an Eligible Employee. Notwithstanding the foregoing, only an employee who is represented by a collective bargaining agent recognized by an Employer shall be deemed to be an "Eligible Employee" and only after such status results as a term or condition of the collective bargaining agreement between such collective bargaining agent and the Employer. Any such employee represented by a collective bargaining agent shall be entitled to participate in the Plan only to the extent and on the terms and conditions specified in such collective bargaining agreement. 1.22 "Employer" means the Corporation and any subsidiary or affiliate of the Corporation which is designated an Employer by the Board of Directors and which adopts the Plan as provided in Article 14 hereof. 1.23 "Entry Date" means, except as otherwise set forth in any Appendix hereto, the first day of any calendar month. (For the date participation may commence for an Eligible Employee, see Section 2.2 of this Plan.) 1.24 "Highly Compensated Employee" or "HCE" means for any Plan Year, a person who performs services for an Employer during the Plan Year and who (i) during the twelve-month period immediately preceding the first day of the Plan Year (the "Look Back Year") had compensation (as defined in Section 414(q)(4) of the Code) in excess of $80,000 (or such other amount determined from time to time under Section 414(q)(1) of the Code), or (ii) is a 5% owner of an Employer (as defined in Section 416(i)(1) of the Code) at any time during the Plan Year or the Look Back Year; provided, however, that as used in Section 3.2, the term HCE shall mean those persons determined as of the first day of a Plan Year to be such regardless of any changes in the compensation of such persons or other persons during any other portion of the Plan Year. The determination of who is an HCE, will be made in accordance with Section 414(q) of the Code and the regulations thereunder. 8 1.25 "Home Loan" means a Loan used to acquire, but not to construct, any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Participant. 1.26 "Loan" means a loan to a Participant from the Plan pursuant to Article 15. 1.27 "Loan Valuation Date" means the Valuation Date as of which the amount of a Loan shall be established and as of which the Loan amounts shall be withdrawn from a Participant's Accounts and credited to his Outstanding Loan Balance. 1.28 "Outstanding Loan Balance" means the account maintained in accordance with Section 15.5(d) to record the balance of Loans to a Participant outstanding from time to time. 1.29 "Participant" means an Eligible Employee who is included in the Plan under Article 2 or a former Eligible Employee whose Accounts have not been fully distributed. 1.30 "Plan" means the Alcan Aluminum Corporation Hourly Employees' Savings Plan, as herein set forth or as it may be amended from time to time. 1.31 "Plan Administrator" means the Alcancorp Employee Benefits Committee, acting in its capacity as plan administrator of the Plan as described in the Act, or any successor plan administrator appointed by the Corporation. 1.32 "Plan Year" means the calendar year, except that the first Plan Year shall commence on the Effective Date and shall end on December 31, 1987. 1.33 "Predecessor Company" means any company or other entity that is not an Affiliated Company and the operations of which, in whole or in part, are acquired by an Affiliated Company or by a Predecessor Company, but only in relation to the acquisition of those operations and provided that the company or other entity the operations of which are acquired does not become an Affiliated Company upon such acquisition. 1.34 "QDRO Balance" means the account maintained under the Plan for the benefit of an Alternate Payee pursuant to Section 10.2(b). 1.35 "Qualified Account" means the separate Account maintained for a Participant to record his share of the Trust Fund attributable to Qualified Contributions made on his behalf, as adjusted in accordance with Article 6. 1.36 "Qualified Contributions" means Employer contributions made to the Trust Fund pursuant to Section 4.4. 1.37 "Qualified Domestic Relations Order" means a Domestic Relations Order as defined in Section 414(p)(1)(A) of the Code. 1.38 "Qualified Domestic Relations Order Rules and Procedures" or "QDRO Rules and Procedures" means the rules and procedures established by the Plan Administrator for the treatment of any Domestic Relations Order in respect of a Participant's benefits under the Plan. 9 1.39 "Rollover Account" means the Account maintained for a Participant to which Rollover Contributions are credited, as adjusted in accordance with Article 6. 1.40 "Rollover Contributions" means the contributions of a Participant pursuant to the provisions of Article 16. 1.41 "Service" means the aggregate of all periods of a Participant's employment with an Affiliated Company or Predecessor Company since the Participant's original date of hire by an Affiliated Company or Predecessor Company or by another member of the Corporate Group with respect to which the Participant is treated as an Eligible Employee pursuant to Section 1.21. Service shall include: (i) all periods of authorized leave of absence not in excess of two years, and (ii) in the case of a Participant whose employment terminates for any reason other than quit, discharge, an approved leave of absence immediately after which the Participant resumes employment, or death and such Participant is not reemployed by an Affiliated Company on or prior to the first anniversary date of such termination, a period of one year from the date of such termination; provided, however, that (A) if during such one-year period, the Participant quits, is discharged, retires, or dies, Service shall include only the time elapsing between the date of such termination and the date the Participant quits, is discharged, retires, or dies and (B) on and after January 1, 1985, if the absence of a Participant for a period exceeding one year is due to a Maternity Leave (as defined below), then the Participant shall be deemed to have terminated employment on the second anniversary of the first date of such absence and the period between the first and second anniversaries of such first date of absence shall not be treated as a period of Service or a period of absence. For purposes of determining Service, a Maternity Leave shall be an absence because of the pregnancy of the Participant, the birth of a child of the Participant, the placement of a child by the Participant in connection with the adoption of a child by the Participant or for the purpose of caring for such child for a period immediately following such a birth or placement. No Maternity Absence shall be deemed to exist unless the Participant timely provides the Plan Administrator with sufficient information to establish the reason for the Participant's absence from active employment. If a Participant terminates employment and is re-employed by any Affiliated Company or Predecessor Company within the same calendar year, he shall be deemed not to have terminated employment during such year. If a person who is treated as a "Leased Employee" as defined in Section 414(n) of the Code for purposes of the Plan subsequently becomes an employee, or a part-time employee with one year of service, of an Employer, then such person's Service shall be determined as if such person had been employed by an Employer during the entire period for which such person had performed services for an Employer but had not been employed by an Employer. 1.42 "Special Compensation" means any payment designated as such by an Employer in respect to an Eligible Employee that is paid by the 10 Employer in addition to the Eligible Employee's Compensation, but not in excess of the amount which together with such Eligible Employee's Compensation would exceed $150,000, as automatically adjusted as provided in Section 401(a)(17) of the Code for any Plan Year commencing after December 31, 1993. For any period shorter than a full Plan Year, the applicable limitation set forth in the immediately preceding sentence shall be multiplied by a fraction, the numerator of which is the number of months in such period, and the denominator of which is twelve. 1.43 "Trust Agreement" means (collectively and individually) the trust agreement(s), group insurance contract(s) or other funding vehicle agreement(s) or arrangement(s), as amended from time to time, between the Corporation and one or more individuals or entities providing for the holding, investment and administration of the assets of the Plan. 1.44 "Trust Fund" means the assets of the Plan, as held by the Trustee under the provisions of the Trust Agreement. Except as otherwise indicated herein, all assets of the Trust Fund shall be available to satisfy any benefit claims, expenses or other liabilities of the Plan. 1.45 "Trustee" means (collectively, or as appropriate to the context, individually) one or more individuals or entities acting as trustee, insurance company or other entity holding assets of the Plan from time to time under the Trust Agreement. 1.46 "Valuation Date" means each day the New York Stock Exchange is open for business, or such other date(s) as the Plan Administrator shall specify. 1.47 "Value" means the value of a Participant's Account as determined under Article 6 as of the applicable Valuation Date. 1.48 The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall include the plural. 11 ARTICLE 2 Eligibility and Participation ----------------------------- 2.1 PARTICIPATION (a) GENERALLY. An Eligible Employee's eligibility for participation in the Plan and the benefits which shall be available to him as a Participant shall be determined by the Employer with respect to each class of Eligible Employees as set forth in the Instrument of Adoption executed by the Employer and attached as an Appendix hereto. Participation shall be either on the basis described under Paragraph (b) or (c) of this Section 2.1 as determined by the Employer as aforesaid. (b) BASIC MANDATORY PARTICIPATION. In the event that an Employer has agreed to contribute to the Plan as provided under Section 4 with respect to a designated class of Eligible Employees, each Eligible Employee in such class who has satisfied all requirements for eligibility under the applicable Appendix shall automatically become a Participant in the Plan; provided, however, that the allocation of Basic Contributions in respect of any such Participant shall be conditioned on the completion of such Appropriate Forms as the Plan Administrator may reasonably require. An Eligible Employee who has become a Participant in accordance with the provisions of this Section 2.1(b) shall, in addition to any entitlement under the preceding paragraph, be entitled, but shall not be required, to make or cause to be made on his account After-Tax Contributions or Before-Tax Contributions. (c) VOLUNTARY PARTICIPATION. In the event that an Employer has adopted the Plan with respect to a designated class of Eligible Employees but has not agreed to contribute as provided under Section 4, each Eligible Employee in such class who has satisfied all requirements for eligibility under the applicable Appendix shall be entitled, but shall not be required, to elect to participate in the Plan and, as such Participant, to make or cause to be made on his account After-Tax Contributions or Before-Tax Contributions. Such Eligible Employee may become a Participant by filing the Appropriate Form or Forms as the Plan Administrator shall prescribe. 2.2 DATE PARTICIPATION COMMENCES On or after the Effective Date, an Eligible Employee who is eligible to participate in the Plan pursuant to the terms of an Appendix shall become a Participant on the Entry Date occurring as soon as practicable after he has fulfilled all requirements for eligibility (including execution of any applicable Appropriate Forms), in accordance with the terms of this Article 2 and such Appendix, unless the Appendix shall provide for a different date for commencement of participation. 2.3 PLAN ENROLLMENT An Eligible Employee who is eligible to participate in the Plan pursuant to the terms of an Appendix may become a Participant by filing the Appropriate Form or Forms with the Plan Administrator, as indicated 12 in Section 2.1, or in such other manner as the Plan Administrator may prescribe, within such time period as the Plan Administrator shall prescribe. 2.4 REQUIREMENTS OF PLAN ENROLLMENT The Eligible Employee who is eligible to participate in the Plan pursuant to the terms of an Appendix, in complying with Sections 2.1 and 2.3, shall (i) authorize the deduction by his Employer from his Compensation for After-Tax Contributions pursuant to Section 3.1 and/or the reduction in his Compensation and/or Special Compensation for Before-Tax Contribution pursuant to Section 3.2 (any such authorization or authorizations shall be deemed to be continuing authorizations until changed by notice to the Plan Administrator on the Appropriate Form or in such manner as the Plan Administrator may prescribe), (ii) agree to the terms of the Plan, (iii) specify marital status and agree to keep the Plan Administrator informed of any change in marital status, (iv) make an investment election in accordance with Section 5.2 and (v) warrant as to whether he participates or has participated in any plan or plans (other than the Plan) permitting employee tax-deferred contributions and state the total amount of any such contributions made by him for the calendar year in which he complies with Section 2.3. In addition to any other limitation imposed pursuant to Section 402(g) of the Code, the Plan Administrator may limit the amount of the Before-Tax Contributions of any Participant who has made tax-deferred contributions to any plan (other than the Plan) in any calendar year for which the Participant elects to make Before-Tax Contributions to the Plan. 2.5 BENEFICIARY DESIGNATION The Participant's surviving spouse shall be the Beneficiary entitled to receive all benefits payable on the death of the Participant; provided, however, that if there is no surviving spouse, or if the surviving spouse had consented in writing to the designation of another beneficiary or beneficiaries, which consent acknowledged the effect of such designation, and which consent was witnessed by a notary public, the Participant may designate another beneficiary by completing an Appropriate Form or in such manner as the Plan Administrator may prescribe. If there is no surviving spouse or other properly designated surviving Beneficiary, payment of benefits on the death of the Participant shall be made to the Participant's executor or administrator. 2.6 SUSPENSION OF PARTICIPATION DUE TO TRANSFER TO NON-COVERED STATUS (a) If a Participant who ceases to be an Eligible Employee who is eligible to participate in the Plan pursuant to the terms of an Appendix continues in the employ of an Affiliated Company, he shall be deemed to be a suspended Participant until the resumption of his status as such an Eligible Employee. The provisions of the Plan shall continue to apply to such a Participant except that: (i) no final distribution of his Accounts pursuant to Article 9 shall occur as long as he so remains in the employ of an Affiliated Company; and 13 (ii) during the period of his suspension, the Participant may not make contributions under the Plan, no Before-Tax Contributions shall be made by his Employer on his behalf, no allocation of contributions under Article 4 shall be made to his Basic Account, and the Participant may not borrow from the Plan as otherwise permitted under Article 15. (b) If and when the suspended Participant again becomes an Eligible Employee who is eligible to participate in the Plan pursuant to the terms of an Appendix, he may, subject to the provisions of Article 3, resume making contributions or having Before-Tax Contributions made on his behalf, or both, as of any Entry Date thereafter by giving notice to the Plan Administrator in such manner as the Plan Administrator shall prescribe within such time period prior to such Entry Date as the Plan Administrator shall prescribe for the Plan. (c) If the suspended Participant remains an Alcan employee and is a member of a group that is covered by another 401(k) savings plan maintained by Alcan or a Related Company, the Participant may, with the consent of the Plan Administrator and the plan administrator of the new plan, transfer his plan assets, plan loans, and loan repayment schedule to the new plan by completing the Appropriate Form or Forms. 14 ARTICLE 3 After-Tax Contributions and Before-Tax Contributions ---------------------------------------------------- 3.1 PARTICIPANT'S AFTER-TAX CONTRIBUTIONS Subject to the limitations of Section 4.3, each Participant may elect to contribute to the Plan, on an after-tax basis, by means of payroll deduction from his Compensation, 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% ,10%, 11%, 12%, 13%, 14%, 15%, or 16%, of such Compensation, such payroll deductions to commence to the extent practicable with the paydate which coincides with or next follows the Participant's Entry Date. Participant contributions to the Plan pursuant to this Section 3.1 are After-Tax Contributions. If Before-Tax Contributions pursuant to Section 3.2 are made with respect to the Participant, then the rate of After-Tax Contributions under this Section 3.1 shall not exceed 16% minus the rate of Before-Tax Contributions with respect to the Participant for the same payroll period. After-Tax Contributions pursuant to this Section 3.1 shall be transferred to the Trustee as soon as administratively practicable, but in all events within 15 days after the end of the month in which such contributions are withheld from the Participant's Compensation. 3.2 BEFORE-TAX CONTRIBUTIONS Subject to the limits of Sections 3.6 and 4.3, and this Section, a Participant may elect to have the Compensation otherwise payable to him by the Employer after the effective date of his election reduced, by an amount not to exceed 16% and have the Employer or collective bargaining agent described in Section 1.9, in lieu of paying the full amount of Compensation otherwise payable to the Participant, make contributions to the Trustee in an amount equal to such Before-Tax Contributions. In addition, but also subject to such limits, a Participant may elect to have any Special Compensation otherwise payable to him reduced by 100% or such lesser percentage as the Employer may determine in its sole discretion and have the Employer make a contribution to the Trustee in an amount equal to such Before-Tax Contribution. Such payroll deferrals shall commence to the extent practicable with the paydate which coincides with or next follows the Participant's Entry Date. The deposit of Before-Tax Contributions shall be made no later than the 15th day of the calendar month next following the month in which the cash Compensation or Special Compensation with respect to which such reduction is effective would have been paid. Before-Tax Contributions shall be such integral percentage of the Participant's Compensation or Special Compensation as the Participant shall have designated but not to exceed the maximum percentage applicable for the Plan Year with respect to such Compensation or Special Compensation as determined by the Plan Administrator, separately for HCEs and all other Participants; provided, however, that in no event shall the amount of a Participant's Before-Tax Contributions exceed $9,500 for the Plan Year ending on December 31, 1997, or such higher dollar limit as may be in effect for any other Plan Year in accordance with the applicable provisions of the Code. 15 3.3 VOLUNTARY SUSPENSION A Participant may voluntarily suspend his After-Tax Contributions pursuant to Section 3.1 or the Before-Tax Contributions on his behalf pursuant to Section 3.2. To the extent practicable, any such suspension shall be effective as of the first paydate which coincides with or next follows any Entry Date by the Participant giving notice to the Plan Administrator in such manner as the Plan Administrator shall prescribe prior to such Entry Date. A Participant may resume his After-Tax Contributions or cause Before-Tax Contributions on his behalf to be resumed by giving notice to the Plan Administrator in such manner as the Plan Administrator shall prescribe, such resumption to be effective as of the first paydate next following such notification to the Plan Administrator or as soon as practicable thereafter. 3.4 CHANGE IN CONTRIBUTION RATE A Participant may increase or decrease the amount of his After-Tax Contributions pursuant to Section 3.1 or the amount of Before-Tax Contributions pursuant to Section 3.2. To the extent practicable, any such change shall be effective as of the first paydate which next follows any Entry Date by the Participant giving notice to the Plan Administrator in such manner as the Plan Administrator shall prescribe prior to such Entry Date. Notwithstanding the foregoing provisions of this Section 3.4, in the event that the Before-Tax Contributions of a Participant equal $9,500 for the Plan Year ending on December 31, 1997, or such higher dollar limit as may be in effect with respect to any other Plan Year in accordance with the applicable provisions of the Code, such Participant shall be deemed to have elected to commence to make After-Tax Contributions pursuant to Section 3.1 at the percentage rate then in effect with respect to the Participant's Before-Tax Contributions immediately prior to such deemed election. When any modification in the manner of contribution becomes effective under a deemed election under the preceding sentence any affected elections previously in effect with respect to the Participant shall also be deemed to have been appropriately adjusted to conform to the deemed election contemplated under the preceding sentence. Any such deemed election (whether in the manner of contribution or otherwise) shall remain in effect with respect to the Participant until the January 1 immediately following the effective date of the deemed election. Effective on such January 1, the Participant will have to make another election to reinstate the manner of contribution in effect immediately prior to any such deemed election or the Plan Administrator may reinstate the election in force before the dollar limit was reached, with written notice to the Participant. 3.5 AUTHORITY OF PLAN ADMINISTRATOR TO ESTABLISH DATES Without limitation of the authority of the Plan Administrator under any other provision of the Plan, the Plan Administrator may establish the first date on which Participants may exercise their rights under Sections 3.3 and 3.4 and the length of the notification periods required for such exercise. 3.6 LIMITATION ON BEFORE-TAX CONTRIBUTIONS (a) Notwithstanding the foregoing provisions of this Article 3, the Plan Administrator shall limit the amount of Before-Tax Contributions made on behalf of each Eligible Employee who is an 16 HCE for each Plan Year to the extent necessary to ensure that either of the following tests is satisfied: (i) the "Current Year Actual Deferral Percentage" (as hereinafter defined) for the group of Eligible Employees who are HCEs is not more than the "Prior Year Actual Deferral Percentage" of all other Eligible Employees multiplied by 1.25; or (ii) the excess of the Current Year Actual Deferral Percentage for the group of Eligible Employees who are HCEs over the Prior Year Actual Deferral Percentage of all other Eligible Employees is not more than two percentage points, and the Current Year Actual Deferral Percentage for the group of Eligible Employees who are HCEs is not more than the Prior Year Actual Deferral Percentage of all other Eligible Employees multiplied by 2.0. (b) For purposes of this Section 3.6, the term (i) "Actual Deferral Percentage" shall mean, for any specified group of Eligible Employees for any Plan Year, the average of such Eligible Employees' Deferral Percentages (as defined below) for such Plan Year, (ii) "Current Year Actual Deferral Percentage" shall mean, for any specified group of Eligible Employees, such group's Actual Deferral Percentage for the current Plan Year, and (iii) "Prior Year Actual Deferral Percentage" shall mean, for any specified group of Eligible Employees, such group's Actual Deferral Percentage for the immediately preceding Plan Year. (c) For purposes of this Section 3.6, the term "Deferral Percentage" shall mean, for any Eligible Employee for any Plan Year, the ratio of: (i) the aggregate of the Before-Tax Contributions which, in accordance with the rules set forth in Treasury Regulation Section 1.401(k)-1(b)(4), are taken into account with respect to such Plan Year, to (ii) such Eligible Employee's Section 414(s) compensation for such Plan Year. For this purpose, Section 414(s) compensation shall mean W-2 compensation as permitted and described in Treasury Regulation Sections 1.414(s)-1(c)(2) and 1.415-2(d)(11)(i), and shall also include all amounts currently not included in the Eligible Employee's gross income by reason of Sections 125 and 402(e)(3) of the Code. In the case of an Eligible Employee who begins, resumes, or ceases to be eligible to elect to have Before-Tax Contributions made on his behalf during a Plan Year, the amount of Section 414(s) compensation included in the Actual Deferral Percentage test is the amount of Section 414(s) compensation received by the Eligible Employee 17 during the entire Plan Year. In no case shall the Section 414(s) compensation for any Eligible Employee for any Plan Year exceed $150,000, as automatically adjusted as provided in Section 401(a)(17) of the Code, for any Plan Year commencing after December 31, 1993. (d) The Deferral Percentage for any Participant who is a HCE for the Plan Year and who is eligible to have before-tax contributions made on his behalf under two or more arrangements described in Section 40l(k) of the Code that are maintained by the Corporation, or other member of the Corporate Group, shall be determined as if such before-tax contributions were made under a single arrangement. Notwithstanding the foregoing, certain plans or portions of this Plan shall be treated as separate if disaggregated (mandatorily or otherwise) under applicable Treasury Regulations, including without limitation, Section 1.401(k)-1(b)(3)(ii). If the Plan is permissibly aggregated or is required to be aggregated with other plans having the same plan year, as provided under Treasury Regulation Section 1.401(k)-1(b)(3) for purposes of determining whether or not such plans satisfy Sections 401(k), 401(a)(4), and 410(b) of the Code, then the provisions of this Section 3.6 shall be applied by determining the Actual Deferral Percentage of Eligible Employees as if all such plans were a single plan. (e) In the event it is determined prior to any payroll period that the amount of Before-Tax Contributions elected to be made thereafter is likely to cause the limitation prescribed in this Section 3.6 to be exceeded, the amount of Before-Tax Contributions allowed to be made on behalf of Participants who are HCEs (and/or such other Participants as the Plan Administrator may prescribe) shall be reduced to a rate determined by the Plan Administrator (including a rate of 0% if the Plan Administrator so determines), and any elections of future Before-Tax Contributions which exceed the rate determined by the Plan Administrator shall be deemed to be After-Tax Contributions for the remainder of the Plan Year, notwithstanding the limitations on contribution rate changes in Section 3.4. Except as is hereinafter provided, the Participants to whom such reduction is applicable and the amount of such reduction shall be determined pursuant to such uniform and nondiscriminatory rules as the Plan Administrator shall prescribe, which may differ among classes of Participants. Any such deemed election (whether in the manner of contribution or otherwise) shall remain in effect with respect to the Participant until the January 1 immediately following the effective date of the deemed election. Effective on such January 1, the Participant will have to make another election to reinstate the manner of contribution in effect immediately prior to any such deemed election or the Plan Administrator may reinstate the election in force before the reduction was imposed, with written notice to the Participant. (f) Notwithstanding the foregoing, with respect to any Plan Year in which Before-Tax Contributions made on behalf of Participants who 18 are HCEs exceed the applicable limit set forth in this Section 3.6, the Plan Administrator may reduce the amount of excess Before-Tax Contributions made on behalf of such HCE by his portion of the "Aggregate Excess Deferrals" for such Plan Year in accordance with the following subparagraphs: (i) The "Aggregate Excess Deferrals" for such Plan Year shall mean the total amount of Before-Tax Contributions which would be distributed to HCEs if the Deferral Percentage of the Participant who is an HCE with the highest Deferral Percentage were reduced to the extent necessary to satisfy the Actual Deferral Percentage test or cause such percentage to equal the Deferral Percentage of the Participant who is an HCE with the next highest percentage and this process were repeated until the Actual Deferral Percentage Test was satisfied, as determined under Code Section 401(k) and the lawful regulations thereunder. (ii) The Before-Tax Contributions of the HCE with the highest amount of Before-Tax Contributions shall be reduced by the lesser of the amount necessary to exhaust the Aggregate Excess Deferrals or to cause the Before-Tax Contributions of such HCE to equal the Before-Tax Contributions of the HCE with the next highest amount of Before-Tax Contributions. This process shall be repeated until the aggregate Before-Tax Contributions of HCEs shall be reduced by an amount equal to the Aggregate Excess Deferrals, in accordance with Code Section 401(k) and the lawful regulations thereunder. (iii) Such excess Before-Tax Contributions shall be distributed (along with earnings attributable to such excess Before-Tax Contributions, as determined pursuant to Section 3.6(g)) to the affected HCEs as soon as practicable after the end of such Plan Year, and in all events prior to the end of the next following Plan Year. (g) Income on a Participant's excess Before-Tax Contributions shall be determined by multiplying the income allocated to his Before-Tax Contributions Account for the Plan Year in which such excess Before-Tax Contribution was made by a fraction, the numerator of which is the excess Before-Tax Contributions for such Participant for the Plan Year, and the denominator of which is the total Before-Tax Contributions Account balance for such Participant as of the first day of the Plan Year, plus the Before-Tax Contributions made on behalf of the Participant during the Plan Year. (h) Distributions pursuant to this Section 3.6 shall be made proportionately from the Investment Funds with respect to the 19 Participant's Account or Accounts from which distributions are made. (i) The Plan Administrator may, to the extent permitted under Treasury Regulation Section 1.401(k)-1(f)(3) or other lawful regulation, recharacterize as After-Tax Contributions for such Plan Year all or a portion of the Before-Tax Contributions for Participants who are HCEs to the extent necessary to comply with the applicable limit set forth in this Section 3.6 and in the same order as set forth in subparagraph (f)(ii) above. Recharacterized amounts shall remain nonforfeitable and subject to the same distribution requirements as Before-Tax Contributions. Recharacterization shall occur no later than 2-1/2 months after the last day of the Plan Year in which such excess Before-Tax Contributions arose. (j) Notwithstanding any distributions or recharacterizations pursuant to the provisions of this Section 3.6, excess Before-Tax Contributions shall be treated as Annual Additions for purposes of Section 4.3. (k) In the event that an Employer elects to make a Qualified Contribution on behalf of any or all Participants in the Plan, such Qualified Contribution, to the extent specified, shall be treated as a Before-Tax Contribution solely for purposes of this Section 3.6. (l) The Plan Administrator may, in its sole discretion, elect to use any combination of the methods described in this Section 3.6 to satisfy the limitations contained herein; provided, however, that such combination of methods shall be applied in a uniform and nondiscriminatory manner. 3.7 DISTRIBUTIONS OF EXCESS DEFERRALS (a) Notwithstanding any other provision of the Plan, Excess Deferrals (as hereinafter defined), plus any income and minus any loss allocable thereto for both the calendar year and the "gap period" between the end of the calendar year and the date the distribution is made (determined in the same manner as the method set forth in Section 3.6(g)), shall be distributed to Participants who claim such allocable Excess Deferrals at any time during the calendar year, or no later than April 15 of the calendar year following the calendar year in which the excess occurred. (b) For purposes of this Section 3.7, "Excess Deferrals" shall mean the amount of a Participant's Before-Tax Contributions (and other 20 "elective deferrals" within the meaning of Section 402(g)(3) of the Code) for a calendar year that the Participant allocates to this Plan pursuant to the claim procedure set forth in Section 3.7(c) hereof. (c) A Participant may make a claim for the distribution of Excess Deferrals pursuant to the terms and conditions of this Section 3.7(c). Such Participant's claim shall be in writing; shall be submitted to the Plan Administrator no later than March 1 of the calendar year following the calendar year of the Excess Deferrals or such later date as prescribed by the Plan Administrator; shall specify the amount of the Participant's Excess Deferrals for the preceding calendar year; and shall be accompanied by (i) the Participant's written statement that if such amounts are not distributed, such Excess Deferrals, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), 403(b) or 501(c)(18) of the Code, exceed the limit imposed on the Participant in accordance with the applicable provisions of the Code for the year in which the deferral occurred, and (ii) such documentation as the Plan Administrator, in its sole discretion, shall require to substantiate the Participant's written statement. The Plan Administrator may, on a uniform and nondiscriminatory basis, automatically deem the Participant to have made a claim for a distribution of Excess Deferrals if such excess arises by taking into account only those elective deferrals made to this Plan and any other plans of the Employer and the Corporate Group. (d) The Excess Deferrals distributed to a Participant with respect to a calendar year shall be adjusted for income and, if there is a loss allocable to the Excess Deferrals, shall in no event exceed the lesser of the Participant's Before-Tax Account under the Plan or the Participant's Before-Tax Contributions for the year. (e) Excess Deferrals shall be treated as annual additions under the Plan, unless such amounts are distributed no later than the first April 15th following the close of the Participant's taxable year in which such excess occurred. 3.8 COORDINATION OF EXCESS AMOUNTS UNDER SECTIONS 401(k) AND 402(g) OF THE CODE (a) The amount of excess Before-Tax Contributions to be recharacterized or distributed under Section 3.6 with respect to a Participant for the Plan Year shall be reduced by any Excess Deferrals previously distributed to such Participant under Section 3.7 for the Participant's taxable year ending with or within such Plan Year. (b) The amount of Excess Deferrals that may be distributed under Section 3.7 with respect to a Participant for a taxable year 21 shall be reduced by any excess Before-Tax Contributions previously distributed to such Participant or recharacterized with respect to such Participant for the Plan Year beginning with or within such taxable year. 22 ARTICLE 4 Employer Contributions ---------------------- 4.1 APPLICABILITY AND AMOUNT (a) This Section 4.1 shall be applicable only to the extent that an Employer has agreed, pursuant to a collective bargaining agreement between such Employer and a collective bargaining agent to make contributions (referred to herein as "Basic Contributions") on behalf of those Participants who are represented by such collective bargaining agent, and shall be subject to any contrary provisions of any applicable Appendix. (b) Each Employer shall make such Basic Contributions to the Plan on behalf of each Participant, as provided under Section 4.1(a) with respect to such Participant, for credit to the Participant's Basic Account. An Eligible Employee performing services for, or on behalf of, his collective bargaining agent as described in Section 1.9 shall have Basic Contributions made on his behalf to the same extent contributions would have been made by his Employer if such services had been performed for his Employer. 4.2 EXPENSES The expenses of the administration of the Plan shall be borne by the Trust Fund, except to the extent paid by the Corporation. 4.3 LIMITATIONS Notwithstanding any provision of the Plan to the contrary, in no event in any calendar year shall the "Annual Addition" (as hereinafter defined) on behalf of any Participant exceed the lesser of: (i) 25% of the Participant's Section 415 compensation (as hereinafter defined) for the calendar year; or (ii) $30,000 or such greater amount as is permissible under Section 415(c)(1)(A), subject to any adjustment under 415(d) of the Code. "Annual Addition" means the sum for any calendar year of (a) any Employer contributions (including Before-Tax Contributions) to the Plan and to all other defined contribution plans (combining, for this purpose, all defined contribution plans of the Corporate Group, as modified by Section 415(h) of the Code), (b) forfeitures under all such plans, (c) all after-tax contributions (including After-Tax Contributions) under such plans, and (d) amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code for the year. For purposes of this Section 4.3, "Section 415 compensation" means the Participant's W-2 compensation as permitted and described in Treasury Regulation Section 1.415-2(d)(11)(i), and shall also include, for Plan Years beginning on and after January 1, 1998, all amounts currently not included in the Eligible Employee's gross income by reason of Sections 125 and 402(e)(3) of the Code. 23 If a Participant is also participating in another tax-qualified defined contribution plan maintained by any member of the Corporate Group (as modified by Section 415(h) of the Code), the otherwise applicable limitation on Annual Additions under this Plan shall be reduced by the amount of annual additions (within the meaning of Section 415(c)(2) of the Code) under any such other defined contribution plan. Anything in this Section 4.3 to the contrary notwithstanding, with respect to Plan Years beginning prior to January 1, 2000, if a Participant is also a participant in one or more defined benefit plans maintained by the Corporate Group, the combined limitation under Section 415(e) of the Code shall be applied, for purposes of the Plan, as set forth in the defined benefit plan or plans in which the Participant is accruing a benefit with respect to any such Plan Year for which such limitation is applicable taking into account any priority established therein for the manner in which benefits under such plans and the Plan shall be reduced. If the limitations applicable to any Participant in accordance with this Section 4.3 would be exceeded, the contributions made by or on behalf of a Participant under the Plan shall be reduced in the following order, but only to the extent necessary to meet the limitations: (i) After-Tax Contributions, (ii) Before-Tax Contributions, (iii) Basic Contributions, and (iv) Qualified Contributions made pursuant to Section 4.4. In the event that, notwithstanding the foregoing provisions of this Section 4.3, the limitations with respect to Annual Additions prescribed hereunder are exceeded with respect to any Participant and such excess arises as a consequence of an error in estimating compensation, the allocation of forfeitures, if any, or a reasonable error in determining the amount of Before-Tax Contributions, (i) The After-Tax Contribution and Before-Tax Contribution portions of such excess shall be returned to the Participant, along with any income attributable thereto; and (ii) The Basic Contribution portion shall be held in a suspense account and, if such Participant remains a Participant, shall be used to reduce Savings Contributions for such Participant for the succeeding Plan Years. If such Participant ceases to be an active Participant in the Plan, the suspense account shall be used to reduce Basic Contributions for all Participants in the Plan Year in which he ceases to be a Participant, and all succeeding years, as necessary. 4.4 QUALIFIED CONTRIBUTIONS An Employer may, in its sole discretion, make a Qualified Contribution in order to satisfy the requirements of Section 3.6. A Qualified 24 Contribution is a contribution that (i) is made by the Employer that may be aggregated with other contributions in accordance with Sections 3.6; (ii) is nonforfeitable at all times; (iii) may not be distributed to a Participant or any Beneficiary until the earliest date provided for in Section 401(k)(2)(B) of the Code (determined without regard to subsection (i)(IV) of such Section) and (iv) complies with the requirements of Treasury Regulation Section 1.401(k)-1(b)(5). A Qualified Contribution may take the form of a qualified nonelective contribution (as defined in Treasury Regulation Section 1.401(k)-1(g)(13)(ii)). The Employer shall specify the form of the Qualified Contribution, and the Participants to whom such contribution is to be allocated. 4.5 RETURN OF CONTRIBUTION Notwithstanding any provision of the Plan to the contrary, a contribution made to the Plan by an Employer shall be returned to it if: (a) the contribution is made by reason of mistake of fact; (b) the contribution is conditioned upon its deductibility under Section 404 of the Code and such deduction is disallowed; or (c) the contribution is conditioned on the initial qualification of the Plan, under Section 401(a) of the Code, with respect to an Employer which has adopted the Plan and such initial qualification is not obtained; provided, however, that such return of contribution is generally made within one year of the mistaken payment of the contribution, the disallowance of the deduction or the failure of the Plan to qualify initially with respect to an Employer, as the case may be. All contributions to the Plan by an Employer made on or after January 1, 1987 shall be conditioned upon their deductibility under Section 404 of the Code. 25 ARTICLE 5 Investment of Contributions --------------------------- 5.1 INVESTMENT FUNDS Contributions to the Plan shall be invested in one or more of the following Investment Funds, in accordance with Section 5.2 The Fixed Income Fund shall be invested and reinvested by the Trustee in fixed income and other securities or investments anticipated or purporting to have a stable rate of return and relative safety of principal, including without limitation bonds, any so-called "guaranteed" income or investment or similar contract issued by an insurance company or companies, a bank or other financial institution, in each case, as designated by the Plan Administrator, or in any combination of such investments. The Large Cap S&P 500 Fund shall be invested and reinvested by the Trustee in shares of the Vanguard Index Trust-500 Portfolio, which attempts to provide investment results that parallel the performance of the Standard & Poor's 500 Composite Stock Price Index. The Mid and Small Cap Wilshire 4500 Fund shall be invested and reinvested by the Trustee in shares of the Vanguard Index Trust-Extended Market Portfolio, which attempts to provide investment results that parallel the performance of the unmanaged Wilshire 4500 Index. The International Index Fund shall be invested and reinvested by the Trustee in shares of the Vanguard Total International Portfolio which attempts to provide investment results that parallel the performance of two indexes compiled by Morgan Stanley Capital International, the Europe, Australia, Far East Index and the Emerging Markets (select) Index. The Company Stock Fund shall be invested and administered by the Trustee in securities of the ultimate parent corporation of the Corporation, Alcan Aluminium Limited. Said securities may be contributed by the Corporation or acquired in accordance with the provisions of the Trust Agreement on the open market or from Alcan Aluminium Limited or the Corporation or in private transactions. The "Mix A" Fund shall be invested and reinvested by the Trustee in approximately 80% of the Fixed Income Fund, 5% of the International Index Fund, and 15% of the Large Cap S&P 500 Fund. The "Mix B" Fund shall be invested and reinvested by the Trustee in approximately 60% of the Fixed Income Fund, 10% of the International Index Fund, 25% of the Large Cap S&P 500 Fund, and 5% of the Mid and Small Cap Wilshire 4500 Fund. The "Mix C" Fund shall be invested and reinvested by the Trustee in approximately 40% of the Fixed Income Fund, 20% of the 26 International Index Fund, 30% of the Large Cap S&P 500 Fund, and 10% of the Mid and Small Cap Wilshire 4500 Fund. The "Mix D" Fund shall be invested and reinvested by the Trustee in approximately 20% of the Fixed Income Fund, 25% of the International Index Fund, and 40% of the Large Cap S&P 500 Fund, and 15% Mid and Small Cap Wilshire 4500 Fund. The four above mixed funds shall be rebalanced periodically at such times as the Plan Administrator and Trustee may determine. The Plan Administrator, may, in its sole discretion, at any time and from time to time establish additional Investment Funds, in which contributions to the Plan may be invested, or eliminate or replace any existing Investment Fund. Any portion of an Investment Fund may, pending permanent investment or distribution, be invested in short-term securities issued or guaranteed by the United States of America or any other country or any agency or instrumentality thereof or any other investments of a short-term nature, including corporate obligations or participation therein. A portion of an Investment Fund may be maintained in cash. Any portion of an Investment Fund may be invested through the medium of the Alcancorp Master Savings Trust or of any common, collective or commingled trust fund maintained by the Trustee which is invested principally in property of the kind specified for such Investment Fund. Notwithstanding the provisions of this Article 5, the investment and administration of the assets of the Plan shall be governed by the provisions of the Trust Agreement, and without limitation of the foregoing, the Plan Administrator may designate an investment manager, as defined in Section 3(38) of the Act, to manage (including the power to acquire and dispose of) all or any portion of the assets of the Plan. 5.2 INVESTMENT OPTIONS All Contributions to the Plan shall be invested as initially elected by the Participant pursuant to Section 2.4, or as subsequently changed pursuant to Section 5.4, in multiples of 1% thereof to be invested in any Investment Fund. Notwithstanding anything in the Plan to the contrary, during any period during which a Participant is employed by an Employer, 50% or more of the voting stock of which is not directly or indirectly owned by Alcan Aluminium Limited and which has not been specifically excluded from the application of this provision by the Board of Directors, the Participant may not invest any future After-Tax Contributions, Before-Tax Contributions, Rollover Contributions, Qualified Contributions, Basic Contributions, or any other contributions in the Company Stock Fund and all such future contributions made by the Participant or on his behalf shall be invested as initially elected by the Participant pursuant to Section 2.4, or as subsequently changed pursuant to Section 5.4, with multiples of 1% thereof to be invested in Investment Funds other than the Company Stock Fund. Recordkeeping accounts shall be established for each Participant under each Investment Fund with respect to which such contributions are being invested. 5.3 REINVESTMENT IN SAME FUND 27 Dividends, interest and other distributions received by the Trustee in respect of any Investment Fund shall be reinvested in the same Investment Fund. 5.4 CHANGE IN INVESTMENT ELECTION A Participant may change his future investment directions, within the limits set forth in Section 5.2, as of the first practicable paydate coinciding with or next following the start of any calendar month, with respect to contributions to be made on such paydate and thereafter, by giving prior notice to the Plan Administrator or its delegate in such manner as the Plan Administrator shall require. Any such change in investment elections pursuant to this Section 5.4 shall be subject to such limitations on frequency as the Plan Administrator shall from time to time prescribe, but shall be permitted no less frequently than once within any calendar month. 5.5 FUND REALLOCATIONS A Participant may direct, by giving prior notice to the Plan Administrator or its delegate in such manner as the Plan Administrator shall require, that, as of the next practicable Valuation Date, the Value of his Accounts be transferred from one or more Investment Funds to other Investment Funds (in 1% multiples thereof); provided, however, that a Participant who is employed by, or has terminated employment from, an Employer, 50% or more of the voting stock of which is not directly or indirectly owned by Alcan Aluminium Limited and which has not been specifically excluded from the application of this provision by the Board of Directors, may not direct that any portion of the Value of his Accounts be reallocated to the Company Stock Fund. Any such reallocation pursuant to this Section 5.5 shall be subject to such limitations on frequency as the Plan Administrator shall from time to time prescribe, but shall be permitted no less frequently than once within any calendar month and shall be implemented as of the next Valuation Date as soon as reasonably practicable on or after timely receipt of such notice by the Plan Administrator or its delegate. 5.6 VOTING Full and fractional shares of Alcan Aluminium Limited credited to a Participant's Accounts shall be voted by the Trustee in accordance with the instructions of the Participant if such instructions are given on the form provided for that purpose and received by the Trustee at least 10 days prior to the date on which the Trustee is to vote such shares. The Employer shall notify Participants of each occasion for the exercise of voting. The Trustee shall vote any shares for which timely instructions for voting have not been received from a Participant in the same proportion as the shares for which the Trustee has received instructions from Participants hereunder. 28 ARTICLE 6 Valuation --------- 6.1 MAINTENANCE OF ACCOUNTS The Plan Administrator shall separately maintain on behalf of each Participant, where applicable, and shall separately account for: After-Tax Account, Before-Tax Account, Basic Account, Qualified Account and Rollover Account and such other Accounts as may be set forth in an Appendix hereto. 6.2 VALUATION As of each Valuation Date, the Plan Administrator shall cause to be adjusted the After-Tax Account, Before-Tax Account, Basic Account, Qualified Account, Rollover Account and any other Account for each Participant on whose behalf any such Account is maintained to reflect his share of contributions, loan repayments, withdrawals, distributions, loans, income, expenses payable from the Trust Fund and any increase or decrease in the value of Trust Fund assets since the preceding Valuation Date. The fair market value on the Valuation Date is to be used for this purpose, and the respective Accounts of Participants are to be adjusted in accordance with the valuation. 29 ARTICLE 7 Vesting ------- 7.1 PARTICIPANT ACCOUNTS Except as otherwise set forth in any applicable Appendix, the Value of a Participant's After-Tax Account, Before-Tax Account, Basic Account, Qualified Account, Rollover Account and any other Account established hereunder, shall be 100% vested in him at all times. 30 ARTICLE 8 Withdrawals During Employment ----------------------------- 8.1 WITHDRAWALS -- PRIORITIES OF WITHDRAWALS A Participant may make withdrawals from his Accounts subject to the terms and conditions contained in this Article 8, except as otherwise provided in an applicable Appendix. Withdrawals shall be made in the order of priority set forth below. No amount shall be withdrawn from a priority category unless all amounts available for withdrawal from prior categories have been withdrawn. AFTER-TAX CONTRIBUTIONS 1. A Participant may withdraw with earnings and without penalty, an amount not in excess of the Value of his After-Tax Account attributable to his non-withdrawn After-Tax Contributions; provided that the amount withdrawn pursuant to this clause may not exceed the Value of the portion of the After-Tax Account attributable to such contributions. ROLLOVER CONTRIBUTIONS 2. A Participant may withdraw with earnings and without penalty, an amount not in excess of the Value of his Rollover Account attributable to his non-withdrawn Rollover Contributions; provided that the amount withdrawn pursuant to this clause may not exceed the Value of such Rollover Account. MATURED BASIC ACCOUNT 3. A Participant may withdraw, without penalty, all or any part of the portion of the Value of his Basic Account attributable to Basic Contributions made on his behalf at least 24 months preceding the Valuation Date as of which the withdrawal is made, if any, and he may also withdraw all earnings in his Basic Account. AGE 59 1/2 WITHDRAWAL FROM BASIC ACCOUNT 4. A Participant who has attained age 59 1/2 as of the Valuation Date as of which such withdrawal is to be made, including one who has terminated service and retains a balance in the Plan pursuant to Section 9.3, may withdraw with earnings and without penalty, all or any part of the remaining vested Value of his Basic Account. AGE 59 1/2 WITHDRAWAL FROM BEFORE-TAX ACCOUNT 5. A Participant who has attained age 59 1/2 as of the Valuation Date as of which such withdrawal is to be made, including one who has terminated service and retains a balance in the Plan pursuant to Section 9.3, may withdraw, with earnings and without penalty, all or any part of his Before-Tax Account. 8.2 RULES FOR WITHDRAWALS 31 Withdrawals pursuant to this Article 8 shall be made in accordance with the following rules: (a) Payment of amounts withdrawn shall be made in a single cash lump sum, payable as soon as practicable after the Valuation Date as of which the withdrawn amount is being determined. (b) Two withdrawal elections under this Article 8 may be made in any calendar year, in addition to any special IRA withdrawals made pursuant to Section 8.3. (c) All withdrawals from a Participant's Accounts shall be made from the Investment Funds in proportion to the Value of the Participant's After-Tax Account, Before-Tax Account, Basic Account, or Rollover Account or any other Account, whichever is applicable, in each such Investment Fund. (d) Withdrawals from a Participant's Before-Tax Account are not permitted before the Participant has attained age 59 1/2 unless he has died, became disabled, or is separated from service, in accordance with the provisions of Code Section 401(k). (e) In order to make a withdrawal from his Accounts a Participant shall give such prior notice to the Plan Administrator in such manner and within such time limit as the Plan Administrator shall prescribe. In the event that a Participant has executed a withdrawal application and is entitled to a withdrawal hereunder and prior to the date on which withdrawal proceeds are disbursed to him it is determined that the amount available for withdrawal is less than the amount of such application, the application shall be deemed to be for the maximum amount available for withdrawal and such amount shall be withdrawn. 8.3 SPECIAL IRA WITHDRAWAL A Participant may, in addition to any other savings withdrawals made under Section 8.1, make such a withdrawal once during any Plan Year for the purpose of transfer to an individual retirement account. Any such withdrawal shall be elected pursuant to an Appropriate Form which shall state the purpose of such withdrawal and shall be made in the same manner as any other withdrawal under Section 8.1 and subject to the withdrawal rules of Section 8.2, provided that such withdrawal shall not be deemed a withdrawal election for the purpose of Section 8.2(b). 8.4 CERTAIN ELIGIBLE ROLLOVER DISTRIBUTIONS Notwithstanding anything in the Plan to the contrary that would otherwise limit a distributee's election under this Section 8.4, a "distributee" (as hereinafter defined) may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an "eligible rollover distribution" (as hereinafter defined) paid directly to an "eligible retirement plan" specified by the distributee in a "direct rollover." For purposes of this Section 8.4, the following terms shall have the following meanings: (a) "distributee" means an Eligible Employee or former Eligible Employee. In addition, the surviving spouse of an Eligible 32 Employee or former Eligible Employee or a spouse or former spouse of an Eligible Employee or former Eligible Employee who is the alternate payee under a Qualified Domestic Relations Order, are distributees with regard to the interest of the spouse or the former spouse; (b) "eligible rollover distribution" means any distribution of all or any portion of the balance to the credit of the distributee under the Plan, except that an eligible rollover distribution shall not include: (i) any distribution from the Plan that is one of a series of substantially equal periodic payments (made not less frequently than annually) for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution from the Plan to the extent such distribution is required under Section 401(a)(9) of the Code; and (iii) the portion of any distribution from the Plan that is not includible in gross income for federal income tax purposes (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); (c) "eligible retirement plan" means: (i) an individual retirement account described in Section 408(a) of the Code; (ii) an individual retirement annuity described in Section 408(b) of the Code; (iii) an annuity plan described in Section 403(a) of the Code; or (iv) a qualified trust described in Section 401(a) of the Code, in any case, that accepts the distributee's eligible rollover distribution; provided, however, that with respect to an eligible rollover distribution to a surviving spouse of an Eligible Employee or former Eligible Employee, an eligible retirement plan means an individual retirement account or an individual retirement annuity; and (d) "direct rollover" means a payment by the Plan to the eligible retirement plan specified by the distributee. 33 ARTICLE 9 Distributions on Termination of Employment ------------------------------------------ 9.1 DISTRIBUTIONS ON TERMINATION OF EMPLOYMENT When a Participant's employment with all Affiliated Companies is terminated, the Value of his vested interest in his Accounts shall be distributed to him or, if distribution is being made by reason of death, to his Beneficiary. For purposes of this Section 9.1, and subject to the provisions of Section 13.6, a termination of employment occurs upon a quit, discharge, termination due to a permanent shutdown or sale of a plant (except for situations involving a spinoff to another qualified plan), an absence that continues after the period of a leave of absence granted by an Employer expires, or a break in seniority under the terms of any applicable collective bargaining agreement, whichever occurs first. Any amount distributed to a Participant's Beneficiary pursuant to the preceding sentence shall be reduced to the extent the Participant's Accounts are subject to a pledge under Section 15.5. All amounts distributable pursuant to this Article 9 shall be paid as soon as practicable on or after the Valuation Date as of which payment is to be made (and except as is provided in Sections 9.2 and 9.3 in all events within 60 days after the end of the later of the Plan Year in which the Participant attains age 65 or terminates employment with all Affiliated Companies). 9.2 VALUATION The Value of a Participant's Accounts for purposes of Section 9.1 shall be determined and payable on the Valuation Date on or as soon as practicable following the date the Participant (or his Beneficiary) is entitled to a distribution hereunder and has completed and submitted to the Plan Administrator any application and election forms which the Plan Administrator may require, but in no event prior to the Valuation Date on which authorized distribution directions are received by the Trustee. 9.3 FORM OF DISTRIBUTION Distributions under this Article 9 shall be made in a lump sum payment and shall be made in cash from the applicable Investment Funds (other than the Company Stock Fund). A Participant may elect in such manner and at such time as the Plan Administrator may determine whether distributions from the Company Stock Fund shall be distributed in cash or in kind, except that any uninvested cash and any fractional shares shall be paid in cash. In the event that a Participant has not made the election under the preceding sentence, distributions from the Company Stock Fund shall be made in cash. Notwithstanding anything herein contained to the contrary, no part of a distribution in excess of $3,500 may commence before the April 1st following the Plan Year in which the Participant attains age 70-1/2 without the advance written consent of such Participant (except with respect to benefits made payable by reason of the death of a Participant or former Participant). The Participant's Accounts shall be retained and administered under the Plan until the Valuation Date immediately preceding the date of distribution. 34 9.4 DISTRIBUTION ON DISABILITY OR LAYOFF FOR 6 MONTHS When a Participant has suffered a Disability, or been on layoff for 6 months or more, the Value of his Accounts may be distributed to him in accordance with the foregoing provisions of this Article 9. 9.5 MANDATORY COMMENCEMENT OF BENEFITS Subject to Section 1121(d)(4) of the Tax Reform Act of 1986 and Proposed Treasury Regulation Section 1.401(a)(9)-1, and any amendments thereto, and to Section 401(a)(9) of the Code, (a) a Participant who is a 5% owner (as defined in Section 416(i) of the Code) at any time after the attainment of age 66-1/2, shall receive the Value of his Accounts no later than the April 1 of the calendar year following the calendar year in which such Participant attains age 70-1/2; (b) a Participant who is not a 5% owner at any time after the attainment of age 66-1/2, shall receive the Value of his Accounts no later than the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70-1/2, or (ii) his termination of employment with the Employer and any Affiliated Company; and (c) a Participant who becomes a 5% owner after the attainment of age 70-1/2, but prior to termination of employment, shall receive the Value of his Accounts no later than the April 1 of the calendar year following the calendar year in which such Participant becomes a 5% owner. Any payments under this Plan shall be adjusted to meet the requirements of Section 401(a)(9) of the Code and the regulations thereunder. Thus, to the extent the distributions otherwise provided for under this Plan would not satisfy 401(a)(9) of the Code, the entire interest of each Participant (a) shall be distributed to him not later than the required beginning date as defined in Section 401(a)(9)(C) of the Code, or (b) shall be distributed, beginning not later than the required beginning date, in accordance with regulations, over the life of the Participant or over the life of the Participant and Beneficiary (or over a period not extending beyond the life expectancy of the Participant or the life of the Participant and Beneficiary). Except to the extent that Section 9.3, or other provisions of this Section or this Plan, would cause such distribution to be in the form of a single lump sum payment, the amount to be distributed each year must be at least an amount equal to the quotient obtained by dividing the Participant's entire interest, determined as of the last Valuation Date for the Plan Year immediately preceding the year for which such distribution is being made, by the life expectancy of the Participant or joint and survivor life expectancy of the Participant and designated Beneficiary. If the Beneficiary is other than the Participant's spouse, the present value of payments expected to be made to the Participant must exceed 50% of 35 the present value of total payments expected to be made to the Participant and his Beneficiary. Notwithstanding any provision of the Plan to the contrary, distributions made under this Section 9.5 shall be deemed to satisfy any distribution options provided for in the Plan that are inconsistent with Section 401(a)(9) of the Code. In addition, any distribution required under the incidental death benefit rule of Section 401(a)(9)(G) of the Code shall be treated as a distribution required under this Section. 9.6 LATEST COMMENCEMENT OF BENEFITS Except as provided in Section 9.5, and unless a Participant otherwise elects, a Participant's benefits under the Plan shall begin not later than the 60th day after the close of the Plan Year in which the latest of the following events occur: (a) the Participant attains age 65; (b) the 10th anniversary of the date the Participant's participation in the Plan commences; (c) the Participant's employment with the Employer or any Affiliated Company is terminated. 36 ARTICLE 10 Miscellaneous ------------- 10.1 NO ASSIGNMENT OR ALIENATION Except as may be otherwise provided by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any action by way of anticipating, alienating, selling, transferring, assigning, pledging, encumbering, or charging the same shall be void and of no effect; nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit, except as specifically provided in the Plan. Notwithstanding the foregoing, the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a Qualified Domestic Relations Order shall not be treated as an assignment or alienation prohibited by this Section 10.1. If any Participant or other payee under the Plan shall become bankrupt or attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any benefit, except as specifically provided in the Plan, then such benefit shall, at the discretion of the Plan Administrator, be applied as follows: the Plan Administrator shall hold or apply the benefit or any part thereof to, or for, such Participant or payee, his spouse, children, or other dependents, or any of them, in such manner and in such proportions as the Plan Administrator shall at its sole discretion determine. 10.2 QUALIFIED DOMESTIC RELATIONS ORDERS Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply with respect to a Domestic Relations Order. (a) A Qualified Domestic Relations Order may require the payment in a single sum of any designated portion of the Value of a Participant's Accounts in which the Participant has a fully vested interest, as determined as soon as practicable following the determination by the Plan Administrator of the qualified status of such Domestic Relations Order, regardless of whether the Participant shall then have qualified for an immediate distribution and regardless of the inability of the Participant then to have withdrawn all or any of the amounts covered by the Qualified Domestic Relations Order. Unless otherwise specified in the Qualified Domestic Relations Order, any such single sum distribution shall be withdrawn on a pro rata basis from all of the Participant's Accounts and from the Investment Funds in which his Accounts are invested. (b) In the event that a Qualified Domestic Relations Order shall require that a portion of a Participant's Accounts be held under the Plan for the benefit of the Alternate Payee, such portion shall be held in a QDRO Balance and shall be subject to the following rules: 37 (i) Except as otherwise specifically provided in this Section 10.2, the Alternate Payee shall, with respect to the administration of the QDRO Balance, be treated in the same manner as a Participant who has terminated employment with all the Affiliated Companies. (ii) The rights of the Alternate Payee with respect to the investment of and withdrawals from the QDRO Balance shall be established by the Employer and any reasonable costs of the administration of the QDRO Balance may be assessed against the same. (iii) The Alternate Payee shall not be entitled to contribute, receive an allocation of contributions, or borrow under the Plan. (iv) The obligations under any Loan shall be personal to the Participant, and in the event that the Qualified Domestic Relations Order would otherwise require the transfer of all or any portion of a Loan to the QDRO Balance, such Loan shall become due and payable as provided in Section 15.4(c). (v) Unless otherwise specified in the Qualified Domestic Relations Order, any transfer to the QDRO Balance shall be withdrawn, subject to clause (iv), above, on a pro rata basis from all of the Participant's Accounts and from the Investment Funds in which the Participant's Accounts are invested. (c) Upon and after the receipt by the Plan Administrator of a Domestic Relations Order, no withdrawals shall be permitted to be made from the Participant's Accounts and no Loans shall be made to the Participant unless and until permitted under a related Qualified Domestic Relations Order, or, absent a related Qualified Domestic Relations Order, until the end of the nine-month period immediately following such receipt of the Domestic Relations Order. The Participant's investment directions in effect immediately prior to the Plan Administrator's receipt of the Domestic Relations Order shall remain in effect; provided, however, that the Participant may make a change pursuant to Section 5.4 or a reallocation pursuant to Section 5.5, in either case, solely in order to increase the portion of his Accounts invested in the Fixed Income Fund. (d) The Plan Administrator shall follow such other rules and procedures with respect to a Domestic Relations Order as provided in the Qualified Domestic Relations Order Rules and Procedures as in effect from time to time. (e) If (i) any regulation becomes effective which interprets Section 206(d) of the Act, Section 414(p) of the Code, or both, and (ii) any provision of the Plan or the QDRO Rules and Procedures is contrary to such regulation or does not fully comply with the same, then any such provision shall, to the extent necessary, be of no force or effect for any Domestic Relations Order received by the Plan Administrator after the effective date of such regulation, and the Plan and the QDRO Rules and Procedures shall be deemed to have complied with such regulations from such 38 effective date and further shall be deemed not to have created any accrued benefits under Section 204(g) of the Act or Section 411(d)(6) of the Code not required under such regulation. Any Domestic Relations Order shall be subject to any changes in the Plan or the QDRO Rules and Procedures which may be required to comply with such regulation or otherwise to maintain the qualification of the Plan under Section 401(a) of the Code. 10.3 NO EMPLOYMENT RIGHTS The establishment of the Plan shall not be construed as conferring any rights upon any employee or any other person for a continuation of employment, nor shall it be construed as limiting in any way the right of an Employer to discharge any employee or to treat him without regard to the effect which such treatment might have upon him as a Participant under the Plan. 10.4 INCAPACITY If any person entitled to receive any benefits hereunder is, in the judgment of the Plan Administrator, legally, physically or mentally incapable of personally receiving and receipting for any distribution, the Plan Administrator may direct that any distribution due him, unless claim has been made therefor by a duly appointed legal representative, be made to his spouse, children or other dependents or to a person with whom he resides, and any other distribution so made shall be a complete discharge of the liabilities of the Plan therefor. 10.5 IDENTITY OF PROPER PAYEE The determination of the Plan Administrator as to the identity of the proper payee of any payment and the amount properly payable shall be conclusive, and payment in accordance with such determination shall constitute a complete discharge of all obligations on account thereof. 10.6 GOVERNING LAW To the extent not preempted by federal law, the Plan shall be interpreted and applied in accordance with the laws of the State of Ohio. 39 ARTICLE 11 Fiduciary and Administration ---------------------------- 11.1 PLAN ADMINISTRATOR The authorities and responsibilities of the Plan Administrator shall be vested jointly in the members of the Alcancorp Employee Benefits Committee (the "Committee"). The members of the Committee shall be designated by the Board of Directors and shall serve for terms of one year and until their successors are designated and qualified. The term of any member of the Committee may be renewed from time to time without limitation as to the number of renewals. Any member of the Committee may resign upon not less than 60 days' notice to the Board but may be removed from office only by reason of his failure or inability, in the opinion of the Board, to carry out his responsibility in an effective manner. Any instrument or document signed on behalf of the Committee by any member of the Committee may be accepted and relied upon as the act of the Committee. 11.2 PLAN FIDUCIARIES The Plan Administrator is the named fiduciary under the Plan and is responsible for controlling and managing the operation and administration of the Plan in accordance with the provisions of the Act. 11.3 REPORTS OF THE PLAN ADMINISTRATOR The Plan Administrator shall report to the Board on the performance of its responsibilities and on the performance of any persons to whom any of its powers and responsibilities may have been delegated. 11.4 SERVICE IN VARIOUS FIDUCIARY CAPACITIES The Plan Administrator or any other persons may serve in more than one fiduciary capacity with respect to the Plan, and any fiduciary may serve as such in addition to being an officer, employee, agent or other representative of a party in interest. 11.5 RETENTION OF ADVISORS AND SERVICES The Plan Administrator may employ one or more persons to render advice with regard to any responsibility assumed by such fiduciary under the Plan or the Act and retain such clerical, legal, accounting and consulting services as the Plan Administrator deems appropriate. 11.6 POWER TO CONSTRUE AND MAKE RULES The Plan Administrator shall have the power to construe the provisions of the Plan and to determine any questions of fact which may arise hereunder and to make such rules and regulations, including but not limited to rules governing the manner in which the Plan Administrator shall act or in which the Plan Administrator's own affairs shall be managed, as the Plan Administrator may deem necessary or appropriate in the exercise of its authority hereunder. 11.7 POWER TO DIRECT TRUSTEE 40 The Plan Administrator shall have authority to direct the Trustee with respect to any payments or disbursements from, or contributions to, the Plan. 11.8 EXERCISE OF AUTHORITY-NON-DISCRIMINATION Whenever in the administration of the Plan the Plan Administrator acts or otherwise exercises any authority, such exercise of authority shall be consistent with the requirements of the Act and all other laws and in addition shall generally be uniform in nature as applied to all persons similarly situated and without discrimination in favor of HCEs, and in accordance with the Plan, all as determined by the Plan Administrator in its sole discretion. 11.9 POWER OF DELEGATION The Plan Administrator shall have the power to designate one or more persons, including any corporation, to whom the Plan Administrator may delegate, and among whom the Plan Administrator may allocate, specified fiduciary responsibilities (other than trustee responsibilities as defined in Section 405(c)(3) of the Act). Any such designation shall be in writing and the Plan Administrator shall not enter into any delegation under this Section 11.9 which does not provide for the termination thereof by the Plan Administrator upon reasonable notice to such person. Without limiting the generality of the foregoing, the Plan Administrator shall have the power to delegate, in accordance with the foregoing provisions of this Section 11.9, to one or more persons, the authority (i) to determine the amount of benefits based upon records due any person under the Plan, (ii) to execute, in the name, and on behalf of, the Plan Administrator, any direction for payment of any benefit under the Plan, and (iii) to maintain records and accounts. 11.10 MINISTERIAL PLAN SERVICES The Corporation or any other person shall perform such ministerial services in the administration of the Plan as may be agreed upon between the Plan Administrator and the Corporation or such other person. The Plan Administrator shall furnish the Corporation or such other person with such framework of policies, interpretations, rules, practices and procedures as the Plan Administrator shall deem necessary or appropriate. The Plan Administrator may rely on any information, data, statistics, reports or analysis furnished by the Corporation, including, without limitation, information relating to addresses, employment, employment status, and services of any Participant or other person. 11.11 APPEALS The Participant will be notified by the Plan Administrator within a reasonable time in the event that his application or any other claim under the Plan is denied. Such notice will be in writing, will indicate the specific reasons for such denial, the specific provisions of the Plan on which it was based and any additional material or information necessary for him to perfect his application or claim as well as an explanation of the claim review procedure of the Plan. In the event that notice of such denial is not furnished within a reasonable period, the Participant will be entitled to appeal as if the claim had been denied. 41 An appeal with respect to the Plan, if it cannot be resolved by discussion with the designated local representative of the Corporation, is to be addressed by the Participant (or by his Beneficiary or other legal representative) in writing to the Plan Administrator. The Plan Administrator is the named fiduciary of the Plan for the purpose of hearing claims appeals. The Participant is entitled to review pertinent documents and he may submit in writing issues and comments in the same manner as an appeal is to be submitted. Requests for review must be made within 120 days after receipt of written notice of denial of the claim. A decision will be rendered by the named fiduciary within 60 days after his receipt of the request for review, provided that if there are special circumstances which make a longer period of decision necessary or appropriate, on notice to the Participant, decision may be postponed for an additional 60 days. Any decision by the named fiduciary shall be in writing and shall set forth the specific reason for the decision and the specific Plan provisions on which the decision is based. 11.12 FUNDING POLICY The Plan Administrator, acting in conjunction with any trustee, insurance carrier, investment manager or other party responsible for the investment of the assets of the Plan (the "Funding Agency"), shall cause to be established a funding policy pursuant to the procedure set forth in this Section 11.12. The Plan Administrator shall determine the short and long run financial needs of the Plan, giving regard to the objectives of the Plan, its need for liquidity, and such other factors as it deems appropriate. The Plan Administrator shall, on the basis of such information, formulate a statement of the needs of the Plan which shall be submitted to each Funding Agency. The Funding Agency shall on the basis of such statement and such other information as it shall reasonably request, coordinate its investment policy with the Plan needs communicated to it and establish the funding policy of the Plan. The Plan Administrator shall review the funding policy and all or any portion of the information upon which it is based at such time or times as it may deem advisable but not less often than annually. 11.13 QUALIFIED STATUS OF PLAN It is intended that the Plan at all times satisfies the requirements of Section 401(a) of the Code and the regulations issued thereunder. To enable the Employer to provide, in its sole discretion, benefits to employees as permitted under a plan that satisfies such requirements, notwithstanding any other provision in the Plan to the contrary, no action shall be required to be taken with respect to the Plan or any Participant (or Beneficiary) that in the determination of the Plan Administrator would have a significant likelihood of adversely affecting this determination under Section 401(a) of the Code. The Plan shall be interpreted in accordance with the Code and the Act, and all provisions hereof shall be administered in accordance with such laws. 11.14 INDEMNIFICATION OF CERTAIN PERSONS Each individual who has been designated hereunder to carry out any Fiduciary or administrative responsibility or any act on behalf of the 42 Corporation (including without limitation, members of the Committee), and is an employee, officer or director of the Corporation, shall be indemnified by the Corporation to the extent permitted by law, against all expenses (including costs and attorney's fees) actually and necessarily incurred or paid by him in connection with the defense of any action, suit or proceeding in any way relating to or arising from the Plan to which he may be made a part by reason of his being or having been so designated, or by reason of any action or omission or alleged action or omission by him in such capacity, and against any amount or amounts which may be paid by him (other than to the Corporation) in reasonable settlement of any such action, suit or proceeding, where it is in the interest of the Corporation that such settlement be made. In cases where such action, suit or proceeding shall proceed to final adjudication, such indemnification shall not extend to matters as to which it shall be adjudged that such employee, officer or director is liable for gross negligence or willful misconduct in the performance of his duties as such. The right of indemnification herein provided shall not be exclusive of other rights to which any such employee, officer or director may now or hereafter be entitled, shall continue as to a person who has ceased to be so designated and shall inure to the benefit of the heirs, executors and administrators of such employee, officer or director. 43 ARTICLE 12 Management of the Trust Fund ---------------------------- 12.1 TRUST FUND All contributions under the Plan shall be paid over to the Trustee which shall be appointed from time to time by the Committee or pursuant to its authorization, with such powers in the Trustee (or in any investment manager designated pursuant to Section 5.1) as to investment, reinvestment, control and disbursement of the funds as the Committee shall approve and as shall be in accordance with the Plan. The Committee may remove or authorize the removal of any Trustee at any time, upon reasonable notice, and upon such removal or upon the resignation of any Trustee, the Committee shall designate or authorize the designation of a successor Trustee. 12.2 EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES All funds under the Plan shall be held under a trust or trusts for the exclusive benefit of Participants and their Beneficiaries, and no part of the corpus or income shall revert to the Employers or be used for, or diverted to, purposes other than for the exclusive benefit of such persons under the Plan, including the payment of expenses of the Plan, except as otherwise expressly provided hereunder, including Section 4.5. No such person, nor any other person, shall have any interest in or right to any of such funds, except to the extent expressly provided in the Plan. 12.3 APPLICATION AND DISBURSEMENT OF TRUST FUND The funds held by the Trustee shall be applied to the payment of benefits as provided in the Plan to such persons as are entitled thereto in accordance with the Plan and for the payment of expenses of the Plan and Trust Fund as provided in Section 4.2, except as otherwise expressly provided herein. The Plan Administrator shall determine the manner in which the funds of the Plan shall be disbursed in accordance with the Plan, including the form of voucher or warrant to be used in making disbursement and the qualification of persons authorized to approve and sign the same and any other matters incident to the disbursement of such funds. 12.4 MASTER TRUST The assets of the trust established under the Plan as adopted by the Corporation may be commingled for investment purposes under a master trust or trusts established by the Corporation with the assets of other trusts established under the Plan in accordance with Section 14.1 and with the assets of trusts established under a plan other than the Plan which has been admitted to participation in such master trust on such terms and conditions as may be specified by the Corporation. 44 ARTICLE 13 Amendment, Modification, Suspension or Termination -------------------------------------------------- 13.1 CORPORATE AUTHORITY The Corporation reserves the right at any time to amend, modify, suspend or terminate the Plan, any contributions thereunder, the Trust Fund or any contract forming a part of the Plan, in whole or in part, and for any reason and without the consent of any Employer, Participant, Beneficiary or any other person having an interest under the Plan. 13.2 LIMITATIONS No amendment shall be made which would make it possible for any part of the funds of the Plan (other than such part as is required to pay taxes, if any) to be used for or diverted to any purposes other than for the exclusive benefit of Participants and their Beneficiaries under the Plan. No merger or consolidation with, or transfer of assets or liabilities to, any other pension or retirement plan, shall be made unless the benefit each Participant in the Plan would receive if the Plan were terminated immediately after such merger or consolidation, or transfer of assets and liabilities, would be at least as great as the benefit he would have received had the Plan terminated immediately before such merger, consolidation or transfer. 13.3 RETROACTIVITY Subject to the provisions of Section 13.1, 13.2 or any applicable provision of law, any amendment, modification, suspension or termination of any provision of the Plan may be made retroactively if necessary or appropriate to qualify or maintain the Plan, the Trust Fund and any contract forming a part of the Plan as a plan and trust meeting the requirements of Sections 401(a) and 501(a) of the Code or any other applicable section of law (including the Act) or regulations issued pursuant thereto, as now in effect or hereafter amended or adopted, or for any other reason. 13.4 RIGHT TO TERMINATE OR DISCONTINUE CONTRIBUTIONS OR TO SECEDE FROM THE PLAN Each Employer reserves the right by resolution of its board of directors to: (a) terminate the Plan with respect to such Employer; or (b) discontinue contributions under the Plan. 13.5 DISTRIBUTION ON PLAN TERMINATION In the event of a complete termination of the Plan with respect to an Employer, the Accounts of the Participants who are employed by such Employer shall be distributed at the time and in the manner determined under the amendment terminating the Plan; provided, however, that no 45 distribution with respect to any Participant shall be made prior to the earliest date on which a withdrawal is permitted under Article 8 and, provided further, however, that, unless required pursuant to Article 9, or permitted under Treasury Regulation Section 1.411(a)-11(e), no distribution in excess of $3,500 shall be made without the advance written consent of such Participant. 13.6 DISTRIBUTION ON SALE Except as otherwise provided in an amendment to this Plan, in the event of any transaction involving an Employer that results in the Employer no longer being an Affiliated Company or the disposition of substantially all of the Employer's assets, the Accounts of the Participants who are employed by such Employer at the time of such transaction shall continue to be held by the Plan, and such event shall not be construed to constitute an event entitling a Participant to a distribution hereunder. 46 ARTICLE 14 Participation in Plan by Subsidiary or Affiliate ------------------------------------------------ 14.1 ADOPTION BY SUBSIDIARY OR AFFILIATE; EXTENSION TO DIVISION OR UNIT Any subsidiary or affiliate of the Corporation may, with the consent of the Board, become a party to this Plan by adopting the Plan, on such terms and conditions as mutually agreed upon by the Board and such subsidiary or affiliate, which terms and conditions shall be set forth in an Appendix hereto, as its savings plan for its eligible employees and by establishing a trust to fund the benefits of the Plan as so adopted by it. Any such trust may be established, as the Plan Administrator shall determine, either by the execution of a separate trust agreement or by the adoption of the Trust Agreement by such subsidiary or affiliate. Upon the filing with the Trustee of a certified copy of the resolutions or other documents evidencing adoption of the Plan, and the Trust Agreement if applicable, and a written instrument showing the consent of the Board to participation of such subsidiary or affiliate and, if applicable, upon the execution of a separate agreement of trust with the Trustee satisfactory in form to the Plan Administrator, such subsidiary or affiliate shall thereupon be included in the Plan as an Employer. Without limitation of the foregoing, any such adopting subsidiary or affiliate and the plan established by it as aforesaid shall be subject to the authorities herein reserved to the Corporation, Plan Administrator and Committee with respect to the Plan. 14.2 SPECIAL PROVISIONS FOR EMPLOYEES OF SUBSIDIARIES, AFFILIATES, ACQUIRED COMPANIES In approving the adoption of the Plan or its extension to employees of any organization all or part of whose business or assets, or both, are acquired by an Employer by merger, purchase or otherwise, the Board shall, subject to applicable law, designate the extent, if any, to which the employees' employment with predecessor companies prior to the date of such adoption or extension shall be considered Service. 47 ARTICLE 15 Loans to Participants --------------------- 15.1 ELIGIBILITY FOR BORROWING A Participant who is an Eligible Employee may borrow from the Plan to the extent permitted and under the conditions set forth in this Article 15. A loan from the Plan shall be made to a former Participant whose employment with the Employer has terminated only to the extent required to comply with the applicable provisions of the Act and the Code. 15.2 AMOUNT OF LOANS (a) The maximum amount available for a Loan to a Participant when added to the outstanding balance of all other Loans to such Participant as of the Loan Valuation Date shall be the lesser of (i) $50,000 reduced by the excess (if any) of I. the highest outstanding balance of Loans to the Participant during the one-year period ending on the day before the Loan Valuation Date, over II. the outstanding balance of Loans to the Participant as of the Loan Valuation Date, or (ii) 1/2 of the Value of the Participant's Accounts under the Plan on the Loan Valuation Date in which the Participant has a fully vested interest; provided, however, that in no event shall the amount of any Loan exceed the Value of the Participant's Accounts as of the Valuation Date coinciding with or immediately preceding the date of disbursement of the Loan. (b) No more than two Loans including, without limitation, one Home Loan may be outstanding with respect to a Participant at any time, and no Loan shall be made to a Participant who is in default under a Loan. (c) The minimum amount of any Loan shall be $1,000, and Loans shall be made in $100 increments. 15.3 INTEREST RATE The interest rate payable on any Loan shall be established by the Plan Administrator in accordance with the requirements of law and shall be communicated to Participants. Any rate so established shall remain in effect until a new rate is established and communicated. The interest rate established under this Section 15.3 which is in effect on the Loan Valuation Date of any Loan shall be applicable to such Loan and shall remain in effect during the term of that Loan. 15.4 TERM OF LOAN 48 (a) A Home Loan shall be repaid prior to the expiration of the 14-1/2 year period commencing on the date of the first repayment. Any Loan under the Plan, other than a Home Loan, shall be repaid on or before the end of the 4-1/2-year period commencing on the date of the first repayment. (b) The minimum term of any Loan shall be one year. (c) Except to the extent required to comply with the applicable provisions of the Act or the Code, the outstanding balance of principal and accrued interest under any Loan shall become immediately due and payable as of (i) the last day of the calendar month following the month in which the Participant's employment with the Employer is terminated for any reason, including death or (ii) the effective date of a Qualified Domestic Relations Order that otherwise would require the transfer of all or any portion of a Loan to an Alternate Payee. (d) Notwithstanding the preceding provisions of this Section 15.4, the full amount of the outstanding principal balance of any Loan which has been outstanding for not less than a six-month period may be prepaid without penalty, effective as of such date as may be prescribed by the Plan Administrator. 15.5 DISBURSEMENT AND SECURITY (a) A Loan shall be evidenced by the promissory note/loan agreement of the borrowing Participant, which shall be executed and delivered by the Participant on or before the date on which Loan proceeds are disbursed to him, shall be effective upon such disbursement and shall include, without limitation, an assignment of 1/2 of the value of the Participant's vested interest in his Accounts and the Participant's Outstanding Loan Balance or, in either case, any lesser portion thereof, as security for such Loan and the Participant's consent to a reduction of the Participant's Accounts in satisfaction of such security interest. Each Loan shall be secured by the Participant's pledge of his Accounts and his Outstanding Loan Balance to the extent assigned pursuant to the immediately preceding sentence. (b) In the event that a Participant has executed a promissory note and that prior to the date on which Loan proceeds are disbursed to him it is determined that the amount available for a Loan under Section 15.2 is less than the amount of such promissory note, the Participant shall be required to accept a Loan in the maximum lesser amount permitted under Section 15.2. (c) Except as otherwise determined by the Plan Administrator, Loans shall be disbursed as soon as practicable following the Loan Valuation Date. (d) Loans shall be made from a Participant's Accounts in the reverse order to the order in which withdrawals are permitted from such Accounts under Section 8.1. As of the Loan Valuation Date, an amount equal to the principal amount loaned 49 from an Account shall be deducted on a pro rata basis from the Investment Funds in which such Account is otherwise invested. A Fund denominated the "Loan Fund" shall be established for each Participant with respect to whom a Loan is outstanding under the Plan. The Loan Fund shall be invested solely in the promissory note evidencing the Loan made to the Participant. The Loan Fund shall be credited with the principal amount of any Loan together with any interest accruing thereon. (e) Except as otherwise determined by the Plan Administrator, a Participant who has applied for a Loan shall be required to accept such Loan. 15.6 REPAYMENT OF LOANS (a) Repayment of the principal and interest of any Loan under the Plan shall be made in substantially equal payments during the term of the Loan which shall be due upon each paydate of the borrowing Participant to occur during each calendar month commencing as soon as practicable following the date on which the proceeds of the Loan are disbursed. A Participant may prepay any loan in full (but not in part), at any time commencing six months after the Loan Valuation Date. (b) Payments of principal and interest, and lump sum prepayments of principal, shall reduce the balance in the Participant's Loan Fund. Such amounts shall be returned to the Participant's Accounts (e.g., Before-Tax Account, After-Tax Account, Basic Account, Rollover Account, or any other Account established hereunder) from which the Loan was made pursuant to Section 15.5(d), in the same proportion as the original principal amount of the loan was borrowed from such Accounts. (c) Amounts which are returned to a Participant's Accounts pursuant to Section 15.6(b) above, shall be invested in the Investment Funds in the proportion last elected by the Participant in accordance with Section 5.2. 15.7 DEFAULTS AND REMEDIES (a) Except as otherwise prescribed by the Plan Administrator pursuant to Section 15.8, in the event that a Participant fails to make any required payment under a Loan, such Participant shall be deemed to be in default on such Loan, and a Loan which is in default shall become due and payable as of the last day of the month in which such default occurs. (b) The Plan Administrator, in its sole discretion, may take such action as it may deem appropriate to enforce payment of any Loan, including the execution by the Plan upon its security interests in the Participant's Accounts and Loan Fund; provided, however, that the Plan shall not levy against an Account of the Participant until such time that a distribution from such Account would otherwise be available under the Plan. Any such application of a Participant's Accounts to payment of the Loan may be treated as a distribution from the Participant's Accounts in the order in which withdrawals are permitted from such Accounts under Section 8.1 to the extent required to discharge the Loan. If the entire balance and 50 accrued interest of the Loan in default cannot be discharged as set forth in the preceding provisions of this Section 15.7, the remaining amount may be collected by the Plan Administrator using appropriate legal remedies and, until collected in full, shall be deducted from any subsequent withdrawals and distributions from the Plan. Nothing in this Section 15.7 shall affect the right of the Plan Administrator to retain the security in any part of the Participant's Accounts that is not available for withdrawal at the time that any other remedies are available to the Plan Administrator. 15.8 LOAN RULES The Plan Administrator shall establish such rules consistent with the provisions of this Article 15, as it may deem necessary or advisable to provide for the administration of Loans, including, without limitation, rules governing (i) the date on which Loans shall commence to be made under the Plan; (ii) the manner and timing of repayments and prepayments; (iii) the treatment of Loans and repayments, including the determination of the events of default, in the event of an absence from employment by reason of leave of absence, lay-off or otherwise; (iv) the content of the Appropriate Form or Forms, of the promissory note/loan agreement, Loan applications and other documentation required in connection with Loans; (v) the timing of applications and notifications in connection with Loans; and (vi) any matter as to which discretion is reserved to the Plan Administrator under this Article 15. Without limitation of the foregoing, the Plan Administrator may establish such rules and procedures, including the modification of the terms of any outstanding Loan, which he may deem to be necessary or desirable in order to comply with any regulations governing employee loans under the provisions of the Act, the Code or any other applicable law, and by requesting a Loan hereunder each borrowing Participant agrees to execute such modified or superseding documents as may be required by the Plan Administrator pursuant to such rules or procedures. 51 ARTICLE 16 Rollovers and Transfers ----------------------- 16.1 ROLLOVERS TO THE PLAN A Participant who has had distributed to him his entire interest in another plan which meets the requirements of Section 401(a) of the Code, hereinafter referred to as the "Other Plan," may, in accordance with procedures approved by the Plan Administrator, roll over all or a portion of such distribution to the Trustee provided the following conditions are met: (a) The rollover (i) occurs on or before the 60th day following his receipt of the distribution from the Other Plan; (ii) the rollover is a "direct rollover" (within the meaning of Treasury Regulation Section 1.401(a)(31)-1T, Q&A-3) from the Other Plan; or (iii) if such distribution had previously been deposited in a conduit individual retirement account (as defined in Section 408 of the Code), the rollover occurs on or before the 60th day following his receipt of such distribution plus earnings thereon from the individual retirement account; and (b) The distribution or direct rollover from the Other Plan is an eligible rollover distribution within the meaning of Section 402(c) of the Code, or the amount distributed from the individual retirement account qualifies as a rollover contribution under Section 408(d)(3) of the Code; and (c) The amount rolled over does not include any amounts not includible in gross income in accordance with Section 402(c)(2) of the Code. The Plan Administrator shall develop such procedures, and may require such information from a Participant desiring to make such a rollover, as it deems necessary or desirable to determine that the proposed rollover shall meet the requirements of this Section 16.1. Rollovers made to this Plan shall only be allowed on a cash basis (wire transfer or checks). Any such rollover amount shall be invested as directed by an Eligible Employee's separate investment election consistent with Article 5. 16.2 TRUST-TO-TRUST TRANSFERS TO THE PLAN In the event of a transfer from a qualified plan, at the discretion of the Corporation and pursuant to procedures issued by the Plan Administrator, the individuals who were participants in such plan may be given the opportunity to elect to have their entire interests in such plan transferred directly on a trust-to-trust basis into 52 this Plan. Any such transferred amounts shall be allocated to Accounts of Participants as determined by the Plan Administrator. Notwithstanding the foregoing, in no event shall a transfer be permitted under this Section 16.2 to the extent that such transfer will subject the Plan or any portion of the Plan (including, but not limited to, the amount of the transfer) to the provisions of Sections 401(a)(11) and 417 of the Code. 53 ARTICLE 17 In Event Plan Becomes Top-Heavy ------------------------------- 17.1 For purposes of this Article 17, the following terms shall have the following meanings: (a) "Determination Date" means, with respect to any Plan Year, the last Valuation Date of the preceding Plan Year. (b) "Key Employee" means a Participant or former Participant who is a "key employee" as defined in Section 416(i) of the Code. (c) "Non-Key Employee" is any Employee who is not a "Key Employee" (including a Participant who is a former Key Employee). (d) "Permissive Aggregation Group" means, with respect to a given Plan Year, the Plan and all other plans of the Corporation and Corporate Group (other than those included in the Required Aggregation Group) which, when aggregated with the plans in the Required Aggregation Group, continue to meet the requirements of Sections 401(a)(4) and 410 of the Code. (e) "Present Value of Accounts" means, as of a given Determination Date, the sum of the Value of the Participant's Accounts under the Plan as of such Valuation Date. The determination of the Present Value of Accounts shall take into consideration distributions made to or on behalf of any Participant in the Plan Year ending on the Determination Date and the four preceding Plan Years, but shall not take into consideration the Value of the Accounts of any Participant who has not performed any services for an Employer during the five-year period ending on the Determination Date. (f) "Required Aggregation Group" means with respect to a given Plan Year, (A) the Plan, (B) each other plan of the Corporation and Corporate Group in which a Key Employee is a participant, and (C) each other plan of the Corporation and Corporate Group which enables a plan described in (A) and (B) to meet the requirements of Section 401(a)(4) or 410 of the Code. The Required Aggregation Group shall include any plan which would, but for the fact it terminated, be included in the terms of this definition. (g) "Top-Heavy" means, with respect to the Plan for a Plan Year: (1) that the Present Value of Accounts of Key Employees exceeds 60% of the Present Value of Accounts of all Participants; or (2) the Plan is part of a Required Aggregation Group and such Required Aggregation Group is a Top-Heavy Group, unless the Plan or such Top-Heavy Group is itself part of a Permissive Aggregation Group which is not a Top-Heavy Group. 54 (h) "Top-Heavy Group" means, with respect to a given Plan Year, a group of plans of the Corporation which, in the aggregate, meet the requirements of the definition contained in Section 416(g)(2)(B) of the Code. 17.2 Notwithstanding any other provision of the Plan to the contrary, the following provisions of this Section 17.2 shall automatically become operative and shall supersede any conflicting provisions of the Plan if, in any Plan Year, the Plan is Top-Heavy. (a) For any Plan Year in which the Plan is Top-Heavy, the minimum Basic Contribution during the Plan Year on behalf of a Non-Key Employee shall be equal to the lesser of (1) 3% of such Non-Key Employee's Section 416 compensation; or (2) the percentage of Section 416 compensation at which Employer contributions are made (or required to be made) under the Plan on behalf of the Key Employee for whom such percentage is the highest. For the purposes of this paragraph (a) the term "Section 416 compensation" shall mean the Section 415 compensation described in Section 4.3 for the Plan Year under consideration, subject to the applicable limitations of Section 401(a)(17) of the Code, and the Employer contributions referred to in clause (2) shall be deemed to include both Basic Contributions and Before-Tax Contributions. (b) In the event of the termination of service of a Participant with all Affiliated Companies after the completion of not less than three years of Service, the Value of the Participant's Employer Account shall be 100% vested. (c) In order to comply with the requirements of Section 416(h) of the Code, in the case of a Participant who is a participant or has also participated in a defined benefit plan of the Corporation (or any member of the Corporate Group that is required to be aggregated with the Corporation in accordance with Section 415(h) of the Code) in any Plan Year commencing prior to January 1, 2000, in which the Plan is Top-Heavy, there shall be imposed under such defined benefit plan the following limitation in addition to any limitation which may be imposed as described in Section 4.3. In any such year, for purposes of satisfying the aggregate limit on contributions and benefits imposed by Section 415(e) of the Code, benefits payable from the defined benefit plan shall, except as hereinafter described, be reduced so as to comply with a limit determined in accordance with Section 415(e) of the Code, but with the number "1.0" substituted for the number "1.25" in the "defined benefit plan fraction" (as defined in Section 415(e)(2) of the Code) and in the "defined contribution plan fraction" (as defined in Section 415(e)(3) of the Code). Notwithstanding the foregoing, if the application of the additional limitation set forth in this paragraph (d) would result in the reduction of accrued benefits of any Participant under the defined benefit plan, such additional limitation shall not become operative, so long as (1) no additional Employer contributions, forfeitures or voluntary nondeductible contributions are allocated to such Participant's accounts under any defined contribution plan maintained by the Employer including the Plan, and (2) no additional benefits accrue to such Participant under any defined benefit plan maintained by 55 the Corporation. Accordingly, in any Plan Year that the Plan is Top-Heavy, no additional benefits shall accrue under the defined benefit plan on behalf of any Participant whose overall benefits under the defined benefit plan otherwise would be reduced in accordance with the limitation described in this paragraph (d). (d) Solely for purposes of determining if the Plan, or any other plan included in a Required Aggregation Group of which this Plan is a part, is Top-Heavy, the accrued benefit of a Participant other than a Key Employee shall be determined under (1) the method, if any, that uniformly applies for the accrual purposes under all plans maintained by the Corporation or any other member of the Corporate Group, or (2) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code. (e) In the event that Congress should provide by statute, or the Treasury Department should provide by regulation or ruling, that the limitations provided in this Article 17 are no longer necessary for the Plan to meet the requirements of Section 401 of the Code or other applicable law then in effect, such limitations shall become void and shall no longer apply, without the necessity of further amendment to the Plan. IN WITNESS WHEREOF, ALCAN ALUMINUM CORPORATION has caused this amendment and restatement of this Plan to be executed this ________ day of ___________________, 1997. ALCAN ALUMINUM CORPORATION By______________________________ Attest: _______________________________ 56 SCHEDULE 1 Table of Applicability ---------------------- (In effect September 1, 1997) The following table shows the Employees to whom the Alcan Aluminum Corporation Hourly Employees' Savings Plan applies and the respective effective dates of adoption of the Plan. A. Collectively bargained employees at Sebree, Kentucky (October 28, 1987) B. Collectively bargained employees at Terre Haute, Indiana (February 1, 1988) C. [Reserved - An Appendix of the Plan prior to this restatement applied to collectively bargained employees at St. Louis, Missouri who were covered under the Plan from May 1, 1992 through March 31, 1995] D. Collectively bargained employees at Warren, Ohio (May 1, 1992) E. Collectively bargained employees at Fairmont, West Virginia (January 1, 1994) F. Collectively bargained employees at Louisville, Kentucky (November 1, 1997) 57 APPENDIX A INSTRUMENT OF ADOPTION -- Sebree, Kentucky Alcan Aluminum Corporation Hourly Employees' Savings Plan - --------------------------------------------------------- Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain the Plan, as restated September 1, 1997, with respect to the employee classification and on the terms and conditions hereinafter set forth: 1. DATE OF ADOPTION: Effective October 28, 1987 2. DESIGNATED ELIGIBLE EMPLOYEE CLASS: Collectively bargained employees at Sebree, Kentucky 3. BASIS OF ADOPTION: Basic mandatory participation pursuant to Section 2.1(b) - Employer contribution for each Eligible Employee covered by this Appendix of $0.30 per hour worked per each payroll period on and after 10/28/87 and before 10/28/88, allocable to the Basic Account of such Eligible Employee. - Employer contribution for each Eligible Employee covered by this Appendix, and allocable to the Basic Account of such Eligible Employee, of $0.65 per hour worked per each payroll period on and after 10/28/88, until the expiration of the current collective bargaining agreement, and thereafter of such greater or lesser amount as may be required under any future collective bargaining agreement. Voluntary participation pursuant to Section 2.1(c) 4. Participation under Section 2.1(b) shall commence on the later of October 28, 1987 or an Eligible Employee's date of employment. ALCAN ALUMINUM CORPORATION Date __________________________________ By _________________________________ 58 APPENDIX B AMENDED INSTRUMENT OF ADOPTION -- Terre Haute, Indiana Alcan Aluminum Corporation Hourly Employees' Savings Plan - --------------------------------------------------------- Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain the Plan, as restated September 1, 1997, with respect to the employee classification and on the terms and condition hereinafter set forth. 1. DATE OF ADOPTION: Effective February 1, 1988 2. DESIGNATED ELIGIBLE EMPLOYEE CLASS: Collectively bargained employees at Terre Haute, Indiana 3. BASIS OF ADOPTION: Basic mandatory participation pursuant to Section 2.1(b). - A one-time, $500 lump sum Employer contribution for each Eligible Employee covered by this Appendix who was active as of 12/1/89, allocable to the Basic Account of such Eligible Employee. (This amount was previously contributed to the Plan.) - A one-time, $3,500 lump sum Employer contribution for each Eligible Employee covered by this Appendix who was active as of 2/1/96, allocable to the Basic Account of such Eligible Employee. (This amount was previously contributed to the Plan.) Voluntary participation pursuant to Section 2.1(c). Alcan Aluminum Corporation Date____________________________________ By ____________________________ 59 APPENDIX C RESERVED -- St. Louis, Missouri 60 APPENDIX D INSTRUMENT OF ADOPTION -- Warren, Ohio Alcan Aluminum Corporation Hourly Employees' Savings Plan - --------------------------------------------------------- Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain the Plan, as restated September 1, 1997, with respect to the employee classification and on the terms and conditions hereinafter set forth: 1. DATE OF ADOPTION: Effective May 1, 1992 2. DESIGNATED ELIGIBLE EMPLOYEE CLASS: Collectively bargained employees at Warren, Ohio 3. BASIS OF ADOPTION: Basic mandatory participation pursuant to Section 2.1(b) - A one-time, $200 lump sum Employer contribution for each Eligible Employee covered by this Appendix who was active as of 5/1/92, allocable to the Basic Account of such Eligible Employee. (This amount was previously contributed to the Plan.) Voluntary participation pursuant to Section 2.1(c) ALCAN ALUMINUM CORPORATION Date _____________________________________ By ________________________________ 61 APPENDIX E INSTRUMENT OF ADOPTION -- Fairmont, West Virginia Alcan Aluminum Corporation Hourly Employees' Savings Plan - --------------------------------------------------------- Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain the Plan, as restated September 1, 1997, with respect to the employee classification and on the terms and conditions hereinafter set forth: 1. DATE OF ADOPTION: Effective January 1, 1994 2. DESIGNATED ELIGIBLE EMPLOYEE CLASS: Collectively bargained employees at Fairmont, West Virginia 3. BASIS OF ADOPTION: Basic mandatory participation pursuant to Section 2.1(b). - A one-time, $500 lump sum Employer contribution for each Eligible Employee covered by this Appendix who was active as of 1/1/94, allocable to the Basic Account of such Eligible Employee. (This amount was previously contributed to the Plan.) Voluntary participation pursuant to Section 2.1(c) ALCAN ALUMINUM CORPORATION Date __________________________________ By _________________________________ 62 APPENDIX F INSTRUMENT OF ADOPTION -- Louisville, Kentucky Alcan Aluminum Corporation Hourly Employees' Savings Plan - --------------------------------------------------------- Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation Hourly Employees' Savings Plan ("Plan"), hereby adopts the Plan, as restated September 1, 1997, with respect to the employee classification and on the terms and conditions hereinafter set forth: 1. DATE OF ADOPTION: Effective November 1, 1997 2. DESIGNATED ELIGIBLE EMPLOYEE CLASS: Collectively bargained employees at Louisville, Kentucky 3. BASIS OF ADOPTION: Basic mandatory participation pursuant to Section 2.1(b). - A one-time, $100 lump sum Employer contribution for each Eligible Employee covered by this Appendix who is active as of 11/1/97, allocable to the Basic Account of such Eligible Employee. Voluntary participation pursuant to Section 2.1(c). ALCAN ALUMINUM CORPORATION Date __________________________________ By _________________________________ 63 APPENDIX G TEMPORARY PROVISIONS AND RESTRICTIONS WITH RESPECT TO CERTAIN TRANSACTIONS Notwithstanding anything in the Plan to the contrary (including the general effective date of this restatement), the following provisions shall apply during the period from July 1, 1997 through approximately July 31, 1997 (hereinafter referred to as "the Special Election Period"): (1) a change in Investment Fund elections pursuant to Section 5.4 of the Plan, and Investment Fund reallocations pursuant to Section 5.5 of the Plan shall be permitted for a Participant at anytime during the Special Election Period regardless of the timing of any changes in Investment Fund elections or reallocations made prior to the Special Election Period; (2) a withdrawal pursuant to Article 8 of the Plan shall be permitted by a Participant during the Special Election Period, regardless of the timing of any withdrawal of the Participant prior to the Special Election Period; (3) a change in a Participant's After-Tax Contributions pursuant to 3.1 or Before-Tax Contributions pursuant to Section 3.2 of the Plan shall be permitted anytime during the Special Election Period, regardless of the timing of any After-Tax Contribution or Before-Tax Contribution changes made prior to the Special Election Period; and (4) a request from a Participant for a new loan will be accepted and processed during the Special Election Period despite the existence of a current outstanding Loan to such Participant, as long as such Participant's existing Loan has been paid in full or is anticipated to be paid in full by July 31, 1997; however, repayments on any existing loans will be required to be made without interruption during the Special Election Period. The Committee may provide additional rules with respect to the exercise of any of the above options, make additional options available, and change the length of the Special Election Period, in any uniform and nondiscriminatory manner that it determines essential or appropriate to the operation of the Plan. Notwithstanding anything in the Plan to the contrary (including the general effective date of this restatement), the following restrictions shall apply during the period from August 1, 1997 through approximately October 31, 1997 (hereinafter referred to as "the Freeze"): (1) changes in Investment Fund elections pursuant to Section 5.4 of the Plan, and Investment Fund reallocations pursuant to Section 5.5 of the Plan shall not be permitted during the Freeze; (2) withdrawals pursuant to Article 8 of the Plan shall not be permitted during the Freeze; (3) eligible rollover distributions pursuant to Section 8.4 of the Plan, and distributions pursuant to Article 9 of the Plan shall not occur during the Freeze, except as may be required by applicable law; and 64 (4) requests for loans will not be accepted or processed during the Freeze, although repayments on existing loans will be required to be made without interruption. The Committee may make additional restrictions, and may change the length of the Freeze, in any uniform and nondiscriminatory manner that it determines essential or appropriate to the operation of the Plan. 65 AMENDMENT NO. 1 TO ALCAN ALUMINUM CORPORATION HOURLY EMPLOYEES' SAVINGS PLAN This Amendment No. 1 is executed as of the date set forth below, by ALCAN ALUMINUM CORPORATION, (hereinafter called the "Company"); WITNESSETH: ----------- WHEREAS, the Company established and maintains the Alcan Aluminum Corporation Hourly Employees' Savings Plan, effective October 28, 1987, (hereinafter referred to as the "Plan") for the benefit of eligible employees; WHEREAS, generally effective September 1, 1997, the Company amended and restated the Plan, in order to bring the Plan in compliance with new laws and to make other desirable changes; and WHEREAS, pursuant to Section 13.1 of the Plan, the Company reserved the right to make further amendments thereto; and WHEREAS, the Company desires to amend the Plan in order to make further changes to the Plan in connection with the Small Business Job Protection Act and other new laws and to make other desirable changes, effective as set forth herein; NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the Company hereby amends the Plan, as follows, effective as set forth below: 66 1. Effective September 1, 1997, Article 1 of the Plan is hereby amended by the addition of a new Section 1.27A, as follows (and effective January 1, 1996, a parallel change is hereby made to the prior version of this Plan): "1.27A `Military Service' means duty in the Armed Forces of the United States, whether voluntary or involuntary, provided that the employee serves not more than one voluntary enlistment or tour of duty, and further provided that such voluntary enlistment or tour of duty does not follow involuntary duty." 2. Effective September 1, 1997, Section 1.41 of the Plan is hereby amended by the addition of a sentence at the end of such Section, as follows (and effective January 1, 1996, a parallel change is hereby made to the prior version of this Plan): "Service credit with respect to Military Service will be determined in accordance with Section 10.7 of the Plan." 3. Effective September 1, 1997, Section 8.2 of the Plan is hereby amended by the deletion of said Section 8.2 and the substitution in lieu thereof of the following: "8.2 RULES FOR WITHDRAWALS Withdrawals pursuant to this Article 8 shall be made in accordance with the following rules: (a) Payment of amounts withdrawn shall be made in a single cash lump sum, payable as soon as practicable after the Valuation Date as of which the withdrawn amount is being determined. The Participant may elect to have any portion of the withdrawal distributed from the Plan as a direct rollover in accordance with the rules of Section 8.4. (b) Two withdrawal elections under this Article 8 may be made in any calendar year. (c) All withdrawals from a Participant's Accounts shall be made from the Investment Funds in proportion to the Value of the Participant's After-Tax Account, Before-Tax Account, Basic Account, or Rollover Account or any other Account, whichever is applicable, in each such Investment Fund. (d) Withdrawals from a Participant's Before-Tax Account are not permitted before the Participant has attained age 59 1/2 unless he has died, became disabled, or is 67 separated from service, in accordance with the provisions of Code Section 401(k). (e) In order to make a withdrawal from his Accounts a Participant shall give such prior notice to the Plan Administrator in such manner and within such time limit as the Plan Administrator shall prescribe. In the event that a Participant has executed a withdrawal application and is entitled to a withdrawal hereunder and prior to the date on which withdrawal proceeds are disbursed to him it is determined that the amount available for withdrawal is less than the amount of such application, the application shall be deemed to be for the maximum amount available for withdrawal and such amount shall be withdrawn. 4. Effective as of the execution date of this Amendment No. 1, Section 8.2 of the Plan is hereby amended by the deletion of said Section 8.2 and the substitution in lieu thereof of the following: "8.3 [RESERVED]" 5. Effective January 1, 1998, Section 10.1 of the Plan is hereby amended by the deletion of said Section 10.1 and the substitution in lieu thereof of the following: "10.1. NO ASSIGNMENT OR ALIENATION Except as may be otherwise provided herein or by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or change, and any action by way of anticipating, alienating, selling, transferring, assigning, pledging, encumbering, or charging the same shall be void and of no effect; nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit. Notwithstanding the foregoing, the following shall not be treated as an assignment or alienation prohibited by this Section 10.1: (a) the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a Qualified Domestic Relations Order; (b) the offset of a Participant's benefit against an amount that the participant is ordered or required to pay to the Plan where: (1) the order or requirement to pay arises under a judgment for a crime involving the Plan, a civil judgment, consent order or decree for violation or alleged violation of fiduciary duties as stated in part 4 of subtitle B of 68 title I of ERISA, or pursuant to a settlement agreement between the Secretary of Labor or the Pension Benefit Guaranty Corporation and the Participant for violation or alleged violation of fiduciary duties as stated in part 4 of subtitle B of title I of ERISA by a fiduciary or any other person; and (2) the judgment, order, decree, or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the participant's benefits provided under the Plan; and (3) to the extent, if any, that the survivor annuity requirements apply to distributions to the Participant under Code Section 401(a)(11), the rights of the Participant's spouse are preserved in accordance with Code Section 401(a)(13)(C)(iii); or (c) any other arrangement, transfer or transaction which is not treated as a prohibited assignment or alienation under Code Section 401(a)(13) and the regulations thereunder or other applicable law. If any Participant or other payee under the Plan shall become bankrupt or attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any benefit, except as provided herein, then such benefit shall, at the discretion of the Plan Administrator, be applied as follows: the Plan Administrator shall hold or apply the benefit or any part thereof to, or for, such Participant or payee, his spouse, children, or other dependents, or any of them, in such manner and in such proportions as the Plan Administrator shall at its sole discretion determine." 6. Effective September 1, 1997, Article 10 of the Plan is hereby amended by the addition of a new Section 10.7, as follows (and effective January 1, 1996, a parallel change is hereby made to the prior version of this Plan): "10.7 MILITARY SERVICE Notwithstanding any provision of this Plan to the contrary, benefits and service credit with respect to Military Service will be provided in accordance with Section 414(u) of the Code." 7. Effective January 1, 1998, Section 15.6 of the Plan is hereby amended by the addition of a new paragraph (d), as follows: "(d) Notwithstanding any provision of this Plan to the contrary, loan repayments by a Participant who is in Military Service 69 will be suspended under this Plan as permitted under Section 414(u)(4) of the Code." 8. Effective January 1, 1998, Section 16.1 of the Plan is hereby amended by the deletion of said Section 16.1 and the substitution lieu thereof of the following: "16.1 ROLLOVERS TO THE PLAN A Participant who is an Eligible Employee who has had distributed to him his interest in another plan which meets the requirements of Section 401(a) of the Code, hereinafter referred to as the `Other Plan,' may, in accordance with procedures approved by the Plan Administrator, roll over all or a portion of such distribution to the Trustee provided the following conditions are met: (a) The rollover (i) occurs on or before the 60th day following his receipt of the distribution from the Other Plan; (ii) the rollover is a `direct rollover' (within the meaning of Treasury Regulation Section 1.401(a)(31)-1T, Q&A-3) from the Other Plan; or (iii) if such distribution had previously been deposited in a conduit individual retirement account (as defined in Section 408 of the Code), the rollover occurs on or before the 60th day following his receipt of such distribution plus earnings thereon from the individual retirement account; and (b) The distribution or direct rollover from the Other Plan is an eligible rollover distribution within the meaning of Section 402(c) of the Code, or the amount distributed from the individual retirement account qualifies as a rollover contribution under Section 408(d)(3) of the Code; and (c) The amount rolled over does not include any amounts not includible in gross income in accordance with Section 402(c)(2) of the Code. The Plan Administrator shall develop such procedures, and may require such information from a Participant desiring to make such a rollover, as it deems necessary or desirable to determine that the proposed rollover shall meet the requirements of this Section 16.1. Rollovers made to this Plan shall only be allowed on a cash basis (wire transfer or checks). Any such rollover amount shall be invested as directed by such Eligible Employee's separate investment election consistent with Article 5." 70 IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed by its officer thereto duly authorized this ____ day of ______________, 1998. ALCAN ALUMINUM CORPORATION ("Company") By_______________________________ And______________________________ EX-5.1 3 EXHIBIT 5.1 1 EXHIBIT 5.1 Alcan Aluminium Limited 1188 Sherbrooke Street West Montreal, Quebec, Canada H3A 3G2 Ladies and Gentlemen: I am familiar with the proceedings taken by Alcan Aluminium Limited, a Canadian corporation (the "Company"), with respect to 30,361 shares of Common Stock, without nominal or par values (the "Shares"), of the Company to be offered and sold from time to time pursuant to the Alcan Hourly Employees' Savings Plan (the "Plan"). As counsel for the Company, I have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this connection, I have examined the Certificate of Amalgamation of the Company, as amended, and the Amended and Restated By-laws of the Company, records of proceedings of the Board of Directors of the Company, and such other records and documents as I have deemed necessary or advisable to render the opinion contained herein. Based upon my examination and inquiries, I am of the opinion that the Shares are duly authorized and, when issued pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. This opinion is intended solely for your use in the above-described transaction and may not be reproduced, filed publicly or relied upon by any other person for any purpose without the express written consent of the undersigned. I am a member of the Bar of the Province of Quebec and this opinion is limited to the federal laws of Canada and the laws of the Province of Quebec and I express no view as to the effect of any other law on the opinion set forth herein. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Respectfully submitted, /s/ Serge Fecteau ----------------- Serge Fecteau Legal Counsel EX-23.1 4 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alcan Aluminium Limited of our report dated 11 February 1999 appearing on page 40 of the 1998 Annual Report to Shareholders, which is incorporated by reference in Alcan Aluminium Limited's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Montreal, Canada October 15, 1999 COMMENTS BY AUDITORS FOR U. S. READERS ON CANADA AND UNITED STATES REPORTING DIFFERENCES In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the company's financial statements, such as the changes described in Note 3 to the Consolidated Financial Statements. Our report to the shareholders dated 11 February 1999 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditor's report when the change is properly accounted for and adequately disclosed in the financial statements. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Montreal, Canada October 15, 1999 EX-24.1 5 EXHIBIT 24.1 1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Jacques Bougie ------------------ Jacques Bougie President and Chief Executive Officer 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23d day of September 1999. /s/ Warren Chippendale ---------------------- Warren Chippindale Director 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ John R. Evans ----------------- John R. Evans Chairman 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Peter H. Pearse ------------------- Peter H. Pearse Director 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ George Russell ------------------ George Russell Director 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Guy Saint-Pierre -------------------- Guy Saint-Pierre Director 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ J. E. Newall ---------------- J.E. Newall Director 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Travis Engen ---------------- Travis Engen Director 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Allan E. Gotlieb -------------------- Allan E. Gotlieb Director 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is an Officer and/or a Director of the Company as indicated below under his or her name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or her and in his or her name, place and stead, and in each of his or her offices and capacities as an Officer and/or a Director of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if - -personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of September 1999. /s/ Suresh Thadhani ------------------- Suresh Thadhani Chief Financial Officer 11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the "Company"), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, (the "Act"), a registration statement on Form S-8 relating to the offering in the United States of Common Shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan; and WHEREAS, the undersigned is Corporate Controller of the Company as indicated below under his name; NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau, Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him and in his name, place and stead, and in each of his offices and capacities as Corporate Controller of the Company, to execute and file such registration statement, including the related prospectus, and thereafter to execute and file any amended registration statement or statements (including post-effective amendments) and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of October 1999. /s/ Richard Genest ------------------ Richard Genest Corporate Controller 12 ALCAN ALUMINIUM LIMITED LOGO ALCAN CERTIFIED EXTRACT I, Serge Fecteau, Assistant Secretary of Alcan Aluminium Limited, a Corporation organized and existing under the laws of Canada and having its registered office at 1188 Sherbrooke Street West, Montreal, Quebec, Canada, do hereby certify that the following is a true and correct extract from the Minutes of a Meeting of the Board of Directors held on 23 September 1999. RESOLUTION OF ALCAN ALUMINIUM RE ALCANCORP HOURLY EMPLOYEES' SAVINGS PLAN (1) THAT the Registration Statement on Form S-8, under the United States Securities Act of 1933, as amended, relating to the offering in the United States of common shares of the Company pursuant to the provisions of the Alcancorp Hourly Employees' Savings Plan, which Registration Statement includes the Alcancorp Hourly Employees' Savings Plan as amended and restated as of September 1, 1997, be and the same hereby is approved, ratified, and confirmed in the form submitted to the meeting; (2) The filing of the said Registration Statement with the Securities and Exchange Commission of the United States, after the execution thereof by the Company, a majority of the directors of the Company, the Principal Executive Officer, the Principal Financial Officer and the Chief Accountant of the Company, and the authorized representative in the United States, be and such act hereby is approved, ratified, and confirmed; (3) The proper officers of the Company be and they hereby are authorized and directed to execute and file all such instruments and documents, make all such payments and do all such other acts and things, including the execution and filing of an amendment or amendments (including post-effective amendments) to the said Registration Statement, and they may deem necessary or desirable; (4) The designation and appointment of William H. Jairrels and Sanford Yosowitz, severally as the authorized representatives of the Company in the United States is hereby approved; (5) Without limiting the authority of any officer of the Company to act in the premises, Serge Fecteau and Roy Millington be and each of them hereby is appointed agent and attorney-in-fact of the Company with full power to sign on behalf of the Company, in its name, any and all amendments (including post-effective amendments) to the said Registration Statement and to execute and file all such instruments and documents, make all such payments, and do all such other acts and things as he may deem necessary or desirable, it being the intention of this resolution that this power may be exercised by any and each of said individuals acting separately and without the necessity of any action by any other of the said individuals in any case where one shall so act. IN WITNESS WHEREOF I hereunto set my hand on this 13th day of October 1999. /s/ Serge Fecteau ----------------- Serge Fecteau -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.5

   1

                                                                     Exhibit 4.5







                           ALCAN ALUMINUM CORPORATION

                         HOURLY EMPLOYEES' SAVINGS PLAN


                           (Amendment and Restatement
                            as of September 1, 1997)




   2



                                    FOREWORD


Effective as of October 28, 1987, Alcan Aluminum Corporation adopted the Alcan
Aluminum Corporation Hourly Employees' Savings Plan (the "Plan") for the benefit
of eligible employees.

Since its inception, the Plan has been amended from time to time, and was
restated effective January 1, 1989 in order to reflect the requirements of the
Tax Reform Act of 1986 and to make certain other changes. The Plan is again
amended and restated, effective September 1, 1997 (except as otherwise
specifically provided herein, including, without limitation, Appendix G hereto)
to reflect changes in the administration of the Plan and to make certain other
changes.

Except as the text may specifically provide otherwise, the terms and provisions
of the Plan as hereinafter set forth and as it hereafter may be amended from
time to time, establish the rights and obligations with respect to Participants
(as hereinafter defined) employed on and after September 1, 1997, to
transactions under the Plan on and after such date, and to the administration,
investment, and distribution of the Accounts of Participants whose employment
terminated before September 1, 1997, but whose Accounts under the Plan were not
fully distributed prior to that date.

The Plan in its entirety is intended to be a profit sharing plan and to comply
with the provisions of Section 401(a) of the Internal Revenue Code and
applicable regulations thereunder, and the adoption of the Plan is expressly
conditioned upon receipt of a favorable determination letter from the Internal
Revenue Service with respect to the Plan as set forth in this document.



   3


            Alcan Aluminum Corporation Hourly Employees' Savings Plan
               (Amendment and Restatement as of September 1, 1997)

                                Table of Contents
                                -----------------

ARTICLE                                                              PAGE
- -------                                                              ----


FOREWORD ...............................................................


ARTICLE 1 Definitions...................................................


ARTICLE 2 Eligibility and Participation.................................


ARTICLE 3 After-Tax Contributions and Before-Tax Contributions..........


ARTICLE 4 Employer Contributions........................................


ARTICLE 5 Investment of Contributions...................................


ARTICLE 6 Valuation.....................................................


ARTICLE 7 Vesting.......................................................


ARTICLE 8 Withdrawals During Employment.................................


ARTICLE 9 Distributions on Termination of Employment....................


ARTICLE 10 Miscellaneous................................................


ARTICLE 11 Fiduciary and Administration.................................


ARTICLE 12 Management of the Trust Fund.................................


ARTICLE 13 Amendment, Modification, Suspension or Termination...........


ARTICLE 14 Participation in Plan by Subsidiary or Affiliate.............

   4

ARTICLE 15 Loans to Participants........................................


ARTICLE 16 Rollovers and Transfers......................................


ARTICLE 17 In Event Plan Becomes Top-Heavy..............................


SCHEDULE 1  Table of Applicability......................................


APPENDIX A  INSTRUMENT OF ADOPTION -- Sebree, Kentucky..................


APPENDIX B  AMENDED INSTRUMENT OF ADOPTION -- Terre Haute, Indiana......


APPENDIX C RESERVED -- St. Louis, Missouri..............................


APPENDIX D INSTRUMENT OF ADOPTION -- Warren, Ohio.......................


APPENDIX E INSTRUMENT OF ADOPTION-- Fairmont, West Virginia.............


APPENDIX F INSTRUMENT OF ADOPTION -- Louisville, Kentucky...............


APPENDIX G Temporary Provisions and Restrictions........................
   5


                                    ARTICLE 1

                                   Definitions
                                   -----------


The following words and phrases, as used herein, shall have the following
meanings unless a different meaning is plainly required by the context. Some of
the words and phrases used in the Plan are not defined in this Article I, but
for convenience are defined as they are introduced into the text:

1.1      "Accounts" means a Participant's After-Tax Account, Basic Account,
         Before-Tax Account, Qualified Account, Rollover Account and any other
         account established pursuant to an Appendix attached hereto.

1.2      "Act" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, and all lawful regulations promulgated
         thereunder.

1.3      "Affiliated Company" means Alcan Aluminium Limited, any Employer, any
         corporation affiliated with Alcan Aluminium Limited through more than
         50% ownership, or any corporation designated by the Corporation to be
         an Affiliated Company.

1.4      "After-Tax Account" means the Account to which the Participant's
         After-Tax Contributions are credited, as adjusted in accordance with
         Article 6.

1.5      "After-Tax Contributions" means the contributions of a Participant by
         means of payroll deductions from the Participant's Compensation after
         applicable income taxes pursuant to Section 3.1.

1.6      "Alternate Payee" means a person who has or may potentially have a
         right, pursuant to a Qualified Domestic Relations Order, to receive all
         or a portion of the benefits payable under the Plan with respect to a
         Participant.

1.7      "Appropriate Form" means the form provided or prescribed by the Plan
          Administrator for the particular purpose.

1.8      "Basic Account" means the account maintained for a Participant to which
         is credited the Basic Contributions, if any, made on account of the
         Participant, as adjusted in accordance with Article 6.

1.9      "Basic Contributions" means the contributions of an Employer, if any,
         pursuant to Section 4.1. (See Appendices attached to this Plan.)

1.10     "Before-Tax Account" means the Account maintained for a Participant to
         which Before-Tax Contributions are credited, as adjusted in accordance
         with Article 6.

1.11     "Before-Tax Contributions" means the contributions made by the Employer
         pursuant to an election by a Participant to reduce any Compensation
         and/or Special Compensation otherwise currently payable to the
         Participant by an equal amount in accordance with the provisions of
         Section 3.2.

   6

1.12     "Beneficiary" means a beneficiary or beneficiaries entitled to receive
         any benefits payable after the death of the Participant, as provided in
         Section 2.5.

1.13     "Board" or "Board of Directors" means the Board of Directors of the
         Corporation.

1.14     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time, and all lawful regulations promulgated thereunder.

1.15     "Compensation" means direct compensation of a continuing nature paid to
         an Eligible Employee during any payroll period by an Employer or
         Employers. Compensation includes, but is not limited to, regular base
         pay, incentive program pay, overtime and other premium pay, lump sums
         which are paid after January 1, 1989 in lieu of salary or wage
         increases to each member of a defined group in a way which does not
         discriminate in favor of highly paid employees, and amounts contributed
         by compensation reduction and deferral to the Plan and to any plan
         under Section 125 of the Code. Compensation excludes, but the exclusion
         is not limited to, pay on the inactive payroll, Special Compensation as
         defined herein, gain sharing or similar payments (whether or not
         designated as Special Compensation), and vacation pay made in a lump
         sum because of termination.

         The amount of Compensation which, on an aggregate basis together with
         Special Compensation, is taken into account hereunder shall not be in
         excess of (a) $200,000, as adjusted for changes in the cost of living
         as provided in Section 415(d) of the Code, for any Plan Year commencing
         after December 31, 1988 and before January 1, 1994 and (b) $150,000, as
         automatically adjusted as provided in Section 401(a)(17) of the Code,
         for any Plan Year commencing after December 31, 1993. For any period
         shorter than a full Plan Year, the applicable limitation set forth in
         the immediately preceding sentence shall be multiplied by a fraction,
         the numerator of which is the number of months in such period, and the
         denominator of which is twelve.

1.16     "Corporate Group" means the Corporation and any other company which is
         related to the Corporation as a member of a controlled group of
         corporations in accordance with Section 414(b) of the Code, as a trade
         or business under common control in accordance with Section 414(c) of
         the Code, as an affiliated service group in accordance with Section
         414(m) of the Code, or in any other manner in accordance with Section
         414(o) of the Code. For the purposes under the Plan of determining a
         person's period of employment, each such other company shall be
         included in the Corporate Group only for such period or periods during
         which such other company is a member of such controlled group, under
         such common control, an affiliated service group or otherwise required
         to be aggregated, except as is designated pursuant to Section 14.2.

1.17     "Corporation" means Alcan Aluminum Corporation and any successor to
         such corporation by merger, or any other corporation or business entity
         which agrees to assume the position of Corporation hereunder.

1.18     "Disability" means disablement by disease or accidental bodily injury
         which prevents a person from performing any and every duty of his
         normal occupation, as determined by the Plan Administrator pursuant to
         uniform and nondiscriminatory rules, and which has lasted continuously
         for a six-month period.
   7

1.19     "Domestic Relations Order" means any judgment, decree or order as
         defined in Section 414(p)(1)(B) of the Code.

1.20     "Effective Date" means October 28, 1987. The effective date of this
         amendment and restatement is September 1, 1997, the date on which this
         instrument is generally effective.

1.21     "Eligible Employee" means a person who is regularly employed (or deemed
         to be employed) on a full-time basis on the active payroll by an
         Employer or by another member of the Corporate Group at a unit or
         division designated for participation in the Plan by the board of
         directors of such Employer, all in the manner and subject to the
         conditions contemplated under Articles 2 and 14 and any applicable
         Appendix. A person who is employed on a part-time or temporary basis by
         an Employer at a unit or division so designated for participation in
         the Plan shall be deemed an Eligible Employee only as and when such
         person has completed a one-year period of Service, commencing with the
         date the individual first performed an hour of service within the
         meaning of 29 CFR Section 2530.200b-2(a)(1) (which is incorporated
         herein by this reference) for any Affiliated Company or Predecessor
         Company. In no event, however, shall a person who is (i) employed on a
         temporary basis, or (ii) treated as an employee of the Employer solely
         by reason of being a "Leased Employee" as defined in Section 414(n) of
         the Code, be considered an Eligible Employee.

         Notwithstanding the foregoing, only an employee who is represented by a
         collective bargaining agent recognized by an Employer shall be deemed
         to be an "Eligible Employee" and only after such status results as a
         term or condition of the collective bargaining agreement between such
         collective bargaining agent and the Employer. Any such employee
         represented by a collective bargaining agent shall be entitled to
         participate in the Plan only to the extent and on the terms and
         conditions specified in such collective bargaining agreement.

1.22     "Employer" means the Corporation and any subsidiary or affiliate of the
         Corporation which is designated an Employer by the Board of Directors
         and which adopts the Plan as provided in Article 14 hereof.

1.23     "Entry Date" means, except as otherwise set forth in any Appendix
         hereto, the first day of any calendar month. (For the date
         participation may commence for an Eligible Employee, see Section 2.2 of
         this Plan.)

1.24     "Highly Compensated Employee" or "HCE" means for any Plan Year, a
         person who performs services for an Employer during the Plan Year and
         who (i) during the twelve-month period immediately preceding the first
         day of the Plan Year (the "Look Back Year") had compensation (as
         defined in Section 414(q)(4) of the Code) in excess of $80,000 (or such
         other amount determined from time to time under Section 414(q)(1) of
         the Code), or (ii) is a 5% owner of an Employer (as defined in Section
         416(i)(1) of the Code) at any time during the Plan Year or the Look
         Back Year; provided, however, that as used in Section 3.2, the term HCE
         shall mean those persons determined as of the first day of a Plan Year
         to be such regardless of any changes in the compensation of such
         persons or other persons during any other portion of the Plan Year. The
         determination of who is an HCE, will be made in accordance with Section
         414(q) of the Code and the regulations thereunder.

   8

1.25     "Home Loan" means a Loan used to acquire, but not to construct, any
         dwelling unit which within a reasonable time is to be used (determined
         at the time the loan is made) as the principal residence of the
         Participant.

1.26     "Loan" means a loan to a Participant from the Plan pursuant to Article
         15.

1.27     "Loan Valuation Date" means the Valuation Date as of which the amount
         of a Loan shall be established and as of which the Loan amounts shall
         be withdrawn from a Participant's Accounts and credited to his
         Outstanding Loan Balance.

1.28     "Outstanding Loan Balance" means the account maintained in accordance
         with Section 15.5(d) to record the balance of Loans to a Participant
         outstanding from time to time.

1.29     "Participant" means an Eligible Employee who is included in the Plan
         under Article 2 or a former Eligible Employee whose Accounts have not
         been fully distributed.

1.30     "Plan" means the Alcan Aluminum Corporation Hourly Employees' Savings
         Plan, as herein set forth or as it may be amended from time to time.

1.31     "Plan Administrator" means the Alcancorp Employee Benefits Committee,
         acting in its capacity as plan administrator of the Plan as described
         in the Act, or any successor plan administrator appointed by the
         Corporation.

1.32     "Plan Year" means the calendar year, except that the first Plan Year
         shall commence on the Effective Date and shall end on December 31,
         1987.

1.33     "Predecessor Company" means any company or other entity that is not an
         Affiliated Company and the operations of which, in whole or in part,
         are acquired by an Affiliated Company or by a Predecessor Company, but
         only in relation to the acquisition of those operations and provided
         that the company or other entity the operations of which are acquired
         does not become an Affiliated Company upon such acquisition.

1.34     "QDRO Balance" means the account maintained under the Plan for the
         benefit of an Alternate Payee pursuant to Section 10.2(b).

1.35     "Qualified Account" means the separate Account maintained for a
         Participant to record his share of the Trust Fund attributable to
         Qualified Contributions made on his behalf, as adjusted in accordance
         with Article 6.

1.36     "Qualified Contributions" means Employer contributions made to the
         Trust Fund pursuant to Section 4.4.

1.37     "Qualified Domestic Relations Order" means a Domestic Relations Order
         as defined in Section 414(p)(1)(A) of the Code.

1.38     "Qualified Domestic Relations Order Rules and Procedures" or "QDRO
         Rules and Procedures" means the rules and procedures established by the
         Plan Administrator for the treatment of any Domestic Relations Order in
         respect of a Participant's benefits under the Plan.

   9

1.39     "Rollover Account" means the Account maintained for a Participant to
         which Rollover Contributions are credited, as adjusted in accordance
         with Article 6.

1.40     "Rollover Contributions" means the contributions of a Participant
         pursuant to the provisions of Article 16.

1.41     "Service" means the aggregate of all periods of a Participant's
         employment with an Affiliated Company or Predecessor Company since the
         Participant's original date of hire by an Affiliated Company or
         Predecessor Company or by another member of the Corporate Group with
         respect to which the Participant is treated as an Eligible Employee
         pursuant to Section 1.21. Service shall include:

         (i) all periods of authorized leave of absence not in excess of two
         years, and

         (ii) in the case of a Participant whose employment terminates for any
         reason other than quit, discharge, an approved leave of absence
         immediately after which the Participant resumes employment, or death
         and such Participant is not reemployed by an Affiliated Company on or
         prior to the first anniversary date of such termination, a period of
         one year from the date of such termination; provided, however, that (A)
         if during such one-year period, the Participant quits, is discharged,
         retires, or dies, Service shall include only the time elapsing between
         the date of such termination and the date the Participant quits, is
         discharged, retires, or dies and (B) on and after January 1, 1985, if
         the absence of a Participant for a period exceeding one year is due to
         a Maternity Leave (as defined below), then the Participant shall be
         deemed to have terminated employment on the second anniversary of the
         first date of such absence and the period between the first and second
         anniversaries of such first date of absence shall not be treated as a
         period of Service or a period of absence.

         For purposes of determining Service, a Maternity Leave shall be an
         absence because of the pregnancy of the Participant, the birth of a
         child of the Participant, the placement of a child by the Participant
         in connection with the adoption of a child by the Participant or for
         the purpose of caring for such child for a period immediately following
         such a birth or placement. No Maternity Absence shall be deemed to
         exist unless the Participant timely provides the Plan Administrator
         with sufficient information to establish the reason for the
         Participant's absence from active employment.

         If a Participant terminates employment and is re-employed by any
         Affiliated Company or Predecessor Company within the same calendar
         year, he shall be deemed not to have terminated employment during such
         year.

         If a person who is treated as a "Leased Employee" as defined in Section
         414(n) of the Code for purposes of the Plan subsequently becomes an
         employee, or a part-time employee with one year of service, of an
         Employer, then such person's Service shall be determined as if such
         person had been employed by an Employer during the entire period for
         which such person had performed services for an Employer but had not
         been employed by an Employer.

1.42     "Special Compensation" means any payment designated as such by an
         Employer in respect to an Eligible Employee that is paid by the

   10

         Employer in addition to the Eligible Employee's Compensation, but not
         in excess of the amount which together with such Eligible Employee's
         Compensation would exceed $150,000, as automatically adjusted as
         provided in Section 401(a)(17) of the Code for any Plan Year commencing
         after December 31, 1993. For any period shorter than a full Plan Year,
         the applicable limitation set forth in the immediately preceding
         sentence shall be multiplied by a fraction, the numerator of which is
         the number of months in such period, and the denominator of which is
         twelve.

1.43     "Trust Agreement" means (collectively and individually) the trust
         agreement(s), group insurance contract(s) or other funding vehicle
         agreement(s) or arrangement(s), as amended from time to time, between
         the Corporation and one or more individuals or entities providing for
         the holding, investment and administration of the assets of the Plan.

1.44     "Trust Fund" means the assets of the Plan, as held by the Trustee under
         the provisions of the Trust Agreement. Except as otherwise indicated
         herein, all assets of the Trust Fund shall be available to satisfy any
         benefit claims, expenses or other liabilities of the Plan.

1.45     "Trustee" means (collectively, or as appropriate to the context,
         individually) one or more individuals or entities acting as trustee,
         insurance company or other entity holding assets of the Plan from time
         to time under the Trust Agreement.

1.46     "Valuation Date" means each day the New York Stock Exchange is open for
         business, or such other date(s) as the Plan Administrator shall
         specify.

1.47     "Value" means the value of a Participant's Account as determined under
         Article 6 as of the applicable Valuation Date.

1.48     The masculine pronoun, whenever used herein, shall include the feminine
         pronoun, and the singular shall include the plural.
   11

                                    ARTICLE 2

                          Eligibility and Participation
                          -----------------------------

2.1      PARTICIPATION

         (a)      GENERALLY. An Eligible Employee's eligibility for
                  participation in the Plan and the benefits which shall be
                  available to him as a Participant shall be determined by the
                  Employer with respect to each class of Eligible Employees as
                  set forth in the Instrument of Adoption executed by the
                  Employer and attached as an Appendix hereto. Participation
                  shall be either on the basis described under Paragraph (b) or
                  (c) of this Section 2.1 as determined by the Employer as
                  aforesaid.

         (b)      BASIC MANDATORY PARTICIPATION. In the event that an Employer
                  has agreed to contribute to the Plan as provided under Section
                  4 with respect to a designated class of Eligible Employees,
                  each Eligible Employee in such class who has satisfied all
                  requirements for eligibility under the applicable Appendix
                  shall automatically become a Participant in the Plan;
                  provided, however, that the allocation of Basic Contributions
                  in respect of any such Participant shall be conditioned on the
                  completion of such Appropriate Forms as the Plan Administrator
                  may reasonably require.

                  An Eligible Employee who has become a Participant in
                  accordance with the provisions of this Section 2.1(b) shall,
                  in addition to any entitlement under the preceding paragraph,
                  be entitled, but shall not be required, to make or cause to be
                  made on his account After-Tax Contributions or Before-Tax
                  Contributions.

         (c)      VOLUNTARY PARTICIPATION. In the event that an Employer has
                  adopted the Plan with respect to a designated class of
                  Eligible Employees but has not agreed to contribute as
                  provided under Section 4, each Eligible Employee in such class
                  who has satisfied all requirements for eligibility under the
                  applicable Appendix shall be entitled, but shall not be
                  required, to elect to participate in the Plan and, as such
                  Participant, to make or cause to be made on his account
                  After-Tax Contributions or Before-Tax Contributions. Such
                  Eligible Employee may become a Participant by filing the
                  Appropriate Form or Forms as the Plan Administrator shall
                  prescribe.

2.2      DATE PARTICIPATION COMMENCES

         On or after the Effective Date, an Eligible Employee who is eligible to
         participate in the Plan pursuant to the terms of an Appendix shall
         become a Participant on the Entry Date occurring as soon as practicable
         after he has fulfilled all requirements for eligibility (including
         execution of any applicable Appropriate Forms), in accordance with the
         terms of this Article 2 and such Appendix, unless the Appendix shall
         provide for a different date for commencement of participation.

2.3      PLAN ENROLLMENT

         An Eligible Employee who is eligible to participate in the Plan
         pursuant to the terms of an Appendix may become a Participant by filing
         the Appropriate Form or Forms with the Plan Administrator, as indicated

   12

         in Section 2.1, or in such other manner as the Plan Administrator may
         prescribe, within such time period as the Plan Administrator shall
         prescribe.

2.4      REQUIREMENTS OF PLAN ENROLLMENT

         The Eligible Employee who is eligible to participate in the Plan
         pursuant to the terms of an Appendix, in complying with Sections 2.1
         and 2.3, shall (i) authorize the deduction by his Employer from his
         Compensation for After-Tax Contributions pursuant to Section 3.1 and/or
         the reduction in his Compensation and/or Special Compensation for
         Before-Tax Contribution pursuant to Section 3.2 (any such authorization
         or authorizations shall be deemed to be continuing authorizations until
         changed by notice to the Plan Administrator on the Appropriate Form or
         in such manner as the Plan Administrator may prescribe), (ii) agree to
         the terms of the Plan, (iii) specify marital status and agree to keep
         the Plan Administrator informed of any change in marital status, (iv)
         make an investment election in accordance with Section 5.2 and (v)
         warrant as to whether he participates or has participated in any plan
         or plans (other than the Plan) permitting employee tax-deferred
         contributions and state the total amount of any such contributions made
         by him for the calendar year in which he complies with Section 2.3. In
         addition to any other limitation imposed pursuant to Section 402(g) of
         the Code, the Plan Administrator may limit the amount of the Before-Tax
         Contributions of any Participant who has made tax-deferred
         contributions to any plan (other than the Plan) in any calendar year
         for which the Participant elects to make Before-Tax Contributions to
         the Plan.

2.5      BENEFICIARY DESIGNATION

         The Participant's surviving spouse shall be the Beneficiary entitled to
         receive all benefits payable on the death of the Participant; provided,
         however, that if there is no surviving spouse, or if the surviving
         spouse had consented in writing to the designation of another
         beneficiary or beneficiaries, which consent acknowledged the effect of
         such designation, and which consent was witnessed by a notary public,
         the Participant may designate another beneficiary by completing an
         Appropriate Form or in such manner as the Plan Administrator may
         prescribe. If there is no surviving spouse or other properly designated
         surviving Beneficiary, payment of benefits on the death of the
         Participant shall be made to the Participant's executor or
         administrator.

2.6      SUSPENSION OF PARTICIPATION DUE TO TRANSFER TO NON-COVERED STATUS

         (a)      If a Participant who ceases to be an Eligible Employee who is
                  eligible to participate in the Plan pursuant to the terms of
                  an Appendix continues in the employ of an Affiliated Company,
                  he shall be deemed to be a suspended Participant until the
                  resumption of his status as such an Eligible Employee. The
                  provisions of the Plan shall continue to apply to such a
                  Participant except that:

                  (i)      no final distribution of his Accounts pursuant to
                           Article 9 shall occur as long as he so remains in the
                           employ of an Affiliated Company; and

   13

                  (ii)     during the period of his suspension, the Participant
                           may not make contributions under the Plan, no
                           Before-Tax Contributions shall be made by his
                           Employer on his behalf, no allocation of
                           contributions under Article 4 shall be made to his
                           Basic Account, and the Participant may not borrow
                           from the Plan as otherwise permitted under Article
                           15.

(b)               If and when the suspended Participant again becomes an
                  Eligible Employee who is eligible to participate in the Plan
                  pursuant to the terms of an Appendix, he may, subject to the
                  provisions of Article 3, resume making contributions or having
                  Before-Tax Contributions made on his behalf, or both, as of
                  any Entry Date thereafter by giving notice to the Plan
                  Administrator in such manner as the Plan Administrator shall
                  prescribe within such time period prior to such Entry Date as
                  the Plan Administrator shall prescribe for the Plan.

(c)               If the suspended Participant remains an Alcan employee and is
                  a member of a group that is covered by another 401(k) savings
                  plan maintained by Alcan or a Related Company, the Participant
                  may, with the consent of the Plan Administrator and the plan
                  administrator of the new plan, transfer his plan assets, plan
                  loans, and loan repayment schedule to the new plan by
                  completing the Appropriate Form or Forms.

   14

                                    ARTICLE 3

              After-Tax Contributions and Before-Tax Contributions
              ----------------------------------------------------


3.1      PARTICIPANT'S AFTER-TAX CONTRIBUTIONS

         Subject to the limitations of Section 4.3, each Participant may elect
         to contribute to the Plan, on an after-tax basis, by means of payroll
         deduction from his Compensation, 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%
         ,10%, 11%, 12%, 13%, 14%, 15%, or 16%, of such Compensation, such
         payroll deductions to commence to the extent practicable with the
         paydate which coincides with or next follows the Participant's Entry
         Date. Participant contributions to the Plan pursuant to this Section
         3.1 are After-Tax Contributions. If Before-Tax Contributions pursuant
         to Section 3.2 are made with respect to the Participant, then the rate
         of After-Tax Contributions under this Section 3.1 shall not exceed 16%
         minus the rate of Before-Tax Contributions with respect to the
         Participant for the same payroll period.

         After-Tax Contributions pursuant to this Section 3.1 shall be
         transferred to the Trustee as soon as administratively practicable, but
         in all events within 15 days after the end of the month in which such
         contributions are withheld from the Participant's Compensation.

3.2      BEFORE-TAX CONTRIBUTIONS

         Subject to the limits of Sections 3.6 and 4.3, and this Section, a
         Participant may elect to have the Compensation otherwise payable to him
         by the Employer after the effective date of his election reduced, by an
         amount not to exceed 16% and have the Employer or collective bargaining
         agent described in Section 1.9, in lieu of paying the full amount of
         Compensation otherwise payable to the Participant, make contributions
         to the Trustee in an amount equal to such Before-Tax Contributions. In
         addition, but also subject to such limits, a Participant may elect to
         have any Special Compensation otherwise payable to him reduced by 100%
         or such lesser percentage as the Employer may determine in its sole
         discretion and have the Employer make a contribution to the Trustee in
         an amount equal to such Before-Tax Contribution. Such payroll deferrals
         shall commence to the extent practicable with the paydate which
         coincides with or next follows the Participant's Entry Date. The
         deposit of Before-Tax Contributions shall be made no later than the
         15th day of the calendar month next following the month in which the
         cash Compensation or Special Compensation with respect to which such
         reduction is effective would have been paid.

         Before-Tax Contributions shall be such integral percentage of the
         Participant's Compensation or Special Compensation as the Participant
         shall have designated but not to exceed the maximum percentage
         applicable for the Plan Year with respect to such Compensation or
         Special Compensation as determined by the Plan Administrator,
         separately for HCEs and all other Participants; provided, however, that
         in no event shall the amount of a Participant's Before-Tax
         Contributions exceed $9,500 for the Plan Year ending on December 31,
         1997, or such higher dollar limit as may be in effect for any other
         Plan Year in accordance with the applicable provisions of the Code.

   15

3.3      VOLUNTARY SUSPENSION

         A Participant may voluntarily suspend his After-Tax Contributions
         pursuant to Section 3.1 or the Before-Tax Contributions on his behalf
         pursuant to Section 3.2. To the extent practicable, any such suspension
         shall be effective as of the first paydate which coincides with or next
         follows any Entry Date by the Participant giving notice to the Plan
         Administrator in such manner as the Plan Administrator shall prescribe
         prior to such Entry Date. A Participant may resume his After-Tax
         Contributions or cause Before-Tax Contributions on his behalf to be
         resumed by giving notice to the Plan Administrator in such manner as
         the Plan Administrator shall prescribe, such resumption to be effective
         as of the first paydate next following such notification to the Plan
         Administrator or as soon as practicable thereafter.

3.4      CHANGE IN CONTRIBUTION RATE

         A Participant may increase or decrease the amount of his After-Tax
         Contributions pursuant to Section 3.1 or the amount of Before-Tax
         Contributions pursuant to Section 3.2. To the extent practicable, any
         such change shall be effective as of the first paydate which next
         follows any Entry Date by the Participant giving notice to the Plan
         Administrator in such manner as the Plan Administrator shall prescribe
         prior to such Entry Date. Notwithstanding the foregoing provisions of
         this Section 3.4, in the event that the Before-Tax Contributions of a
         Participant equal $9,500 for the Plan Year ending on December 31, 1997,
         or such higher dollar limit as may be in effect with respect to any
         other Plan Year in accordance with the applicable provisions of the
         Code, such Participant shall be deemed to have elected to commence to
         make After-Tax Contributions pursuant to Section 3.1 at the percentage
         rate then in effect with respect to the Participant's Before-Tax
         Contributions immediately prior to such deemed election. When any
         modification in the manner of contribution becomes effective under a
         deemed election under the preceding sentence any affected elections
         previously in effect with respect to the Participant shall also be
         deemed to have been appropriately adjusted to conform to the deemed
         election contemplated under the preceding sentence. Any such deemed
         election (whether in the manner of contribution or otherwise) shall
         remain in effect with respect to the Participant until the January 1
         immediately following the effective date of the deemed election.
         Effective on such January 1, the Participant will have to make another
         election to reinstate the manner of contribution in effect immediately
         prior to any such deemed election or the Plan Administrator may
         reinstate the election in force before the dollar limit was reached,
         with written notice to the Participant.

3.5      AUTHORITY OF PLAN ADMINISTRATOR TO ESTABLISH DATES

         Without limitation of the authority of the Plan Administrator under any
         other provision of the Plan, the Plan Administrator may establish the
         first date on which Participants may exercise their rights under
         Sections 3.3 and 3.4 and the length of the notification periods
         required for such exercise.

3.6      LIMITATION ON BEFORE-TAX CONTRIBUTIONS

         (a)      Notwithstanding the foregoing provisions of this Article 3,
                  the Plan Administrator shall limit the amount of Before-Tax
                  Contributions made on behalf of each Eligible Employee who is
                  an

   16

                  HCE for each Plan Year to the extent necessary to ensure that
                  either of the following tests is satisfied:

                  (i)      the "Current Year Actual Deferral Percentage" (as
                           hereinafter defined) for the group of Eligible
                           Employees who are HCEs is not more than the "Prior
                           Year Actual Deferral Percentage" of all other
                           Eligible Employees multiplied by 1.25; or

                  (ii)     the excess of the Current Year Actual Deferral
                           Percentage for the group of Eligible Employees who
                           are HCEs over the Prior Year Actual Deferral
                           Percentage of all other Eligible Employees is not
                           more than two percentage points, and the Current Year
                           Actual Deferral Percentage for the group of Eligible
                           Employees who are HCEs is not more than the Prior
                           Year Actual Deferral Percentage of all other Eligible
                           Employees multiplied by 2.0.

         (b)      For purposes of this Section 3.6, the term (i) "Actual
                  Deferral Percentage" shall mean, for any specified group of
                  Eligible Employees for any Plan Year, the average of such
                  Eligible Employees' Deferral Percentages (as defined below)
                  for such Plan Year, (ii) "Current Year Actual Deferral
                  Percentage" shall mean, for any specified group of Eligible
                  Employees, such group's Actual Deferral Percentage for the
                  current Plan Year, and (iii) "Prior Year Actual Deferral
                  Percentage" shall mean, for any specified group of Eligible
                  Employees, such group's Actual Deferral Percentage for the
                  immediately preceding Plan Year.

         (c)      For purposes of this Section 3.6, the term "Deferral
                  Percentage" shall mean, for any Eligible Employee for any Plan
                  Year, the ratio of:

                  (i)      the aggregate of the Before-Tax Contributions which,
                           in accordance with the rules set forth in Treasury
                           Regulation Section 1.401(k)-1(b)(4), are taken into
                           account with respect to such Plan Year, to

                  (ii)     such Eligible Employee's Section 414(s) compensation
                           for such Plan Year. For this purpose, Section 414(s)
                           compensation shall mean W-2 compensation as permitted
                           and described in Treasury Regulation Sections
                           1.414(s)-1(c)(2) and 1.415-2(d)(11)(i), and shall
                           also include all amounts currently not included in
                           the Eligible Employee's gross income by reason of
                           Sections 125 and 402(e)(3) of the Code. In the case
                           of an Eligible Employee who begins, resumes, or
                           ceases to be eligible to elect to have Before-Tax
                           Contributions made on his behalf during a Plan Year,
                           the amount of Section 414(s) compensation included in
                           the Actual Deferral Percentage test is the amount of
                           Section 414(s) compensation received by the Eligible
                           Employee

   17


                           during the entire Plan Year. In no case shall the
                           Section 414(s) compensation for any Eligible Employee
                           for any Plan Year exceed $150,000, as automatically
                           adjusted as provided in Section 401(a)(17) of the
                           Code, for any Plan Year commencing after December 31,
                           1993.

         (d)      The Deferral Percentage for any Participant who is a HCE for
                  the Plan Year and who is eligible to have before-tax
                  contributions made on his behalf under two or more
                  arrangements described in Section 40l(k) of the Code that are
                  maintained by the Corporation, or other member of the
                  Corporate Group, shall be determined as if such before-tax
                  contributions were made under a single arrangement.
                  Notwithstanding the foregoing, certain plans or portions of
                  this Plan shall be treated as separate if disaggregated
                  (mandatorily or otherwise) under applicable Treasury
                  Regulations, including without limitation, Section
                  1.401(k)-1(b)(3)(ii).

                  If the Plan is permissibly aggregated or is required to be
                  aggregated with other plans having the same plan year, as
                  provided under Treasury Regulation Section 1.401(k)-1(b)(3)
                  for purposes of determining whether or not such plans satisfy
                  Sections 401(k), 401(a)(4), and 410(b) of the Code, then the
                  provisions of this Section 3.6 shall be applied by determining
                  the Actual Deferral Percentage of Eligible Employees as if all
                  such plans were a single plan.

         (e)      In the event it is determined prior to any payroll period that
                  the amount of Before-Tax Contributions elected to be made
                  thereafter is likely to cause the limitation prescribed in
                  this Section 3.6 to be exceeded, the amount of Before-Tax
                  Contributions allowed to be made on behalf of Participants who
                  are HCEs (and/or such other Participants as the Plan
                  Administrator may prescribe) shall be reduced to a rate
                  determined by the Plan Administrator (including a rate of 0%
                  if the Plan Administrator so determines), and any elections of
                  future Before-Tax Contributions which exceed the rate
                  determined by the Plan Administrator shall be deemed to be
                  After-Tax Contributions for the remainder of the Plan Year,
                  notwithstanding the limitations on contribution rate changes
                  in Section 3.4. Except as is hereinafter provided, the
                  Participants to whom such reduction is applicable and the
                  amount of such reduction shall be determined pursuant to such
                  uniform and nondiscriminatory rules as the Plan Administrator
                  shall prescribe, which may differ among classes of
                  Participants. Any such deemed election (whether in the manner
                  of contribution or otherwise) shall remain in effect with
                  respect to the Participant until the January 1 immediately
                  following the effective date of the deemed election. Effective
                  on such January 1, the Participant will have to make another
                  election to reinstate the manner of contribution in effect
                  immediately prior to any such deemed election or the Plan
                  Administrator may reinstate the election in force before the
                  reduction was imposed, with written notice to the Participant.

         (f)      Notwithstanding the foregoing, with respect to any Plan Year
                  in which Before-Tax Contributions made on behalf of
                  Participants who

   18

                  are HCEs exceed the applicable limit set forth in this Section
                  3.6, the Plan Administrator may reduce the amount of excess
                  Before-Tax Contributions made on behalf of such HCE by his
                  portion of the "Aggregate Excess Deferrals" for such Plan Year
                  in accordance with the following subparagraphs:

                  (i)      The "Aggregate Excess Deferrals" for such Plan Year
                           shall mean the total amount of Before-Tax
                           Contributions which would be distributed to HCEs if
                           the Deferral Percentage of the Participant who is an
                           HCE with the highest Deferral Percentage were reduced
                           to the extent necessary to satisfy the Actual
                           Deferral Percentage test or cause such percentage to
                           equal the Deferral Percentage of the Participant who
                           is an HCE with the next highest percentage and this
                           process were repeated until the Actual Deferral
                           Percentage Test was satisfied, as determined under
                           Code Section 401(k) and the lawful regulations
                           thereunder.

                  (ii)     The Before-Tax Contributions of the HCE with the
                           highest amount of Before-Tax Contributions shall be
                           reduced by the lesser of the amount necessary to
                           exhaust the Aggregate Excess Deferrals or to cause
                           the Before-Tax Contributions of such HCE to equal the
                           Before-Tax Contributions of the HCE with the next
                           highest amount of Before-Tax Contributions. This
                           process shall be repeated until the aggregate
                           Before-Tax Contributions of HCEs shall be reduced by
                           an amount equal to the Aggregate Excess Deferrals, in
                           accordance with Code Section 401(k) and the lawful
                           regulations thereunder.

                  (iii)    Such excess Before-Tax Contributions shall be
                           distributed (along with earnings attributable to such
                           excess Before-Tax Contributions, as determined
                           pursuant to Section 3.6(g)) to the affected HCEs as
                           soon as practicable after the end of such Plan Year,
                           and in all events prior to the end of the next
                           following Plan Year.


         (g)      Income on a Participant's excess Before-Tax Contributions
                  shall be determined by multiplying the income allocated to his
                  Before-Tax Contributions Account for the Plan Year in which
                  such excess Before-Tax Contribution was made by a fraction,
                  the numerator of which is the excess Before-Tax Contributions
                  for such Participant for the Plan Year, and the denominator of
                  which is the total Before-Tax Contributions Account balance
                  for such Participant as of the first day of the Plan Year,
                  plus the Before-Tax Contributions made on behalf of the
                  Participant during the Plan Year.


         (h)      Distributions pursuant to this Section 3.6 shall be made
                  proportionately from the Investment Funds with respect to the

   19

                  Participant's Account or Accounts from which distributions are
                  made.

         (i)      The Plan Administrator may, to the extent permitted under
                  Treasury Regulation Section 1.401(k)-1(f)(3) or other lawful
                  regulation, recharacterize as After-Tax Contributions for such
                  Plan Year all or a portion of the Before-Tax Contributions for
                  Participants who are HCEs to the extent necessary to comply
                  with the applicable limit set forth in this Section 3.6 and in
                  the same order as set forth in subparagraph (f)(ii) above.
                  Recharacterized amounts shall remain nonforfeitable and
                  subject to the same distribution requirements as Before-Tax
                  Contributions.

                  Recharacterization shall occur no later than 2-1/2 months
                  after the last day of the Plan Year in which such excess
                  Before-Tax Contributions arose.

         (j)      Notwithstanding any distributions or recharacterizations
                  pursuant to the provisions of this Section 3.6, excess
                  Before-Tax Contributions shall be treated as Annual Additions
                  for purposes of Section 4.3.

         (k)      In the event that an Employer elects to make a Qualified
                  Contribution on behalf of any or all Participants in the Plan,
                  such Qualified Contribution, to the extent specified, shall be
                  treated as a Before-Tax Contribution solely for purposes of
                  this Section 3.6.

         (l)      The Plan Administrator may, in its sole discretion, elect to
                  use any combination of the methods described in this Section
                  3.6 to satisfy the limitations contained herein; provided,
                  however, that such combination of methods shall be applied in
                  a uniform and nondiscriminatory manner.

3.7      DISTRIBUTIONS OF EXCESS DEFERRALS

         (a)      Notwithstanding any other provision of the Plan, Excess
                  Deferrals (as hereinafter defined), plus any income and minus
                  any loss allocable thereto for both the calendar year and the
                  "gap period" between the end of the calendar year and the date
                  the distribution is made (determined in the same manner as the
                  method set forth in Section 3.6(g)), shall be distributed to
                  Participants who claim such allocable Excess Deferrals at any
                  time during the calendar year, or no later than April 15 of
                  the calendar year following the calendar year in which the
                  excess occurred.

         (b)      For purposes of this Section 3.7, "Excess Deferrals" shall
                  mean the amount of a Participant's Before-Tax Contributions
                  (and other

   20

                  "elective deferrals" within the meaning of Section 402(g)(3)
                  of the Code) for a calendar year that the Participant
                  allocates to this Plan pursuant to the claim procedure set
                  forth in Section 3.7(c) hereof.

         (c)      A Participant may make a claim for the distribution of Excess
                  Deferrals pursuant to the terms and conditions of this Section
                  3.7(c). Such Participant's claim shall be in writing; shall be
                  submitted to the Plan Administrator no later than March 1 of
                  the calendar year following the calendar year of the Excess
                  Deferrals or such later date as prescribed by the Plan
                  Administrator; shall specify the amount of the Participant's
                  Excess Deferrals for the preceding calendar year; and shall be
                  accompanied by (i) the Participant's written statement that if
                  such amounts are not distributed, such Excess Deferrals, when
                  added to amounts deferred under other plans or arrangements
                  described in Section 401(k), 408(k), 403(b) or 501(c)(18) of
                  the Code, exceed the limit imposed on the Participant in
                  accordance with the applicable provisions of the Code for the
                  year in which the deferral occurred, and (ii) such
                  documentation as the Plan Administrator, in its sole
                  discretion, shall require to substantiate the Participant's
                  written statement. The Plan Administrator may, on a uniform
                  and nondiscriminatory basis, automatically deem the
                  Participant to have made a claim for a distribution of Excess
                  Deferrals if such excess arises by taking into account only
                  those elective deferrals made to this Plan and any other plans
                  of the Employer and the Corporate Group.

         (d)      The Excess Deferrals distributed to a Participant with respect
                  to a calendar year shall be adjusted for income and, if there
                  is a loss allocable to the Excess Deferrals, shall in no event
                  exceed the lesser of the Participant's Before-Tax Account
                  under the Plan or the Participant's Before-Tax Contributions
                  for the year.

         (e)      Excess Deferrals shall be treated as annual additions under
                  the Plan, unless such amounts are distributed no later than
                  the first April 15th following the close of the Participant's
                  taxable year in which such excess occurred.

3.8      COORDINATION OF EXCESS AMOUNTS UNDER SECTIONS 401(k) AND 402(g) OF THE
         CODE

         (a)      The amount of excess Before-Tax Contributions to be
                  recharacterized or distributed under Section 3.6 with respect
                  to a Participant for the Plan Year shall be reduced by any
                  Excess Deferrals previously distributed to such Participant
                  under Section 3.7 for the Participant's taxable year ending
                  with or within such Plan Year.

         (b)      The amount of Excess Deferrals that may be distributed under
                  Section 3.7 with respect to a Participant for a taxable year

   21

                  shall be reduced by any excess Before-Tax Contributions
                  previously distributed to such Participant or recharacterized
                  with respect to such Participant for the Plan Year beginning
                  with or within such taxable year.

   22

                                    ARTICLE 4

                             Employer Contributions
                             ----------------------


4.1      APPLICABILITY AND AMOUNT

         (a)      This Section 4.1 shall be applicable only to the extent that
                  an Employer has agreed, pursuant to a collective bargaining
                  agreement between such Employer and a collective bargaining
                  agent to make contributions (referred to herein as "Basic
                  Contributions") on behalf of those Participants who are
                  represented by such collective bargaining agent, and shall be
                  subject to any contrary provisions of any applicable Appendix.

         (b)      Each Employer shall make such Basic Contributions to the Plan
                  on behalf of each Participant, as provided under Section
                  4.1(a) with respect to such Participant, for credit to the
                  Participant's Basic Account. An Eligible Employee performing
                  services for, or on behalf of, his collective bargaining agent
                  as described in Section 1.9 shall have Basic Contributions
                  made on his behalf to the same extent contributions would have
                  been made by his Employer if such services had been performed
                  for his Employer.

4.2      EXPENSES

         The expenses of the administration of the Plan shall be borne by the
         Trust Fund, except to the extent paid by the Corporation.

4.3      LIMITATIONS

         Notwithstanding any provision of the Plan to the contrary, in no event
         in any calendar year shall the "Annual Addition" (as hereinafter
         defined) on behalf of any Participant exceed the lesser of:

                  (i)      25% of the Participant's Section 415 compensation (as
                           hereinafter defined) for the calendar year; or

                  (ii)     $30,000 or such greater amount as is permissible
                           under Section 415(c)(1)(A), subject to any adjustment
                           under 415(d) of the Code.

         "Annual Addition" means the sum for any calendar year of (a) any
         Employer contributions (including Before-Tax Contributions) to the Plan
         and to all other defined contribution plans (combining, for this
         purpose, all defined contribution plans of the Corporate Group, as
         modified by Section 415(h) of the Code), (b) forfeitures under all such
         plans, (c) all after-tax contributions (including After-Tax
         Contributions) under such plans, and (d) amounts described in Sections
         415(l)(1) and 419A(d)(2) of the Code for the year.

         For purposes of this Section 4.3, "Section 415 compensation" means the
         Participant's W-2 compensation as permitted and described in Treasury
         Regulation Section 1.415-2(d)(11)(i), and shall also include, for Plan
         Years beginning on and after January 1, 1998, all amounts currently not
         included in the Eligible Employee's gross income by reason of Sections
         125 and 402(e)(3) of the Code.

   23

         If a Participant is also participating in another tax-qualified defined
         contribution plan maintained by any member of the Corporate Group (as
         modified by Section 415(h) of the Code), the otherwise applicable
         limitation on Annual Additions under this Plan shall be reduced by the
         amount of annual additions (within the meaning of Section 415(c)(2) of
         the Code) under any such other defined contribution plan.

         Anything in this Section 4.3 to the contrary notwithstanding, with
         respect to Plan Years beginning prior to January 1, 2000, if a
         Participant is also a participant in one or more defined benefit plans
         maintained by the Corporate Group, the combined limitation under
         Section 415(e) of the Code shall be applied, for purposes of the Plan,
         as set forth in the defined benefit plan or plans in which the
         Participant is accruing a benefit with respect to any such Plan Year
         for which such limitation is applicable taking into account any
         priority established therein for the manner in which benefits under
         such plans and the Plan shall be reduced.

         If the limitations applicable to any Participant in accordance with
         this Section 4.3 would be exceeded, the contributions made by or on
         behalf of a Participant under the Plan shall be reduced in the
         following order, but only to the extent necessary to meet the
         limitations: (i) After-Tax Contributions, (ii) Before-Tax
         Contributions, (iii) Basic Contributions, and (iv) Qualified
         Contributions made pursuant to Section 4.4.

         In the event that, notwithstanding the foregoing provisions of this
         Section 4.3, the limitations with respect to Annual Additions
         prescribed hereunder are exceeded with respect to any Participant and
         such excess arises as a consequence of an error in estimating
         compensation, the allocation of forfeitures, if any, or a reasonable
         error in determining the amount of Before-Tax Contributions,

                  (i)      The After-Tax Contribution and Before-Tax
                           Contribution portions of such excess shall be
                           returned to the Participant, along with any income
                           attributable thereto; and

                  (ii)     The Basic Contribution portion shall be held in a
                           suspense account and, if such Participant remains a
                           Participant, shall be used to reduce Savings
                           Contributions for such Participant for the succeeding
                           Plan Years. If such Participant ceases to be an
                           active Participant in the Plan, the suspense account
                           shall be used to reduce Basic Contributions for all
                           Participants in the Plan Year in which he ceases to
                           be a Participant, and all succeeding years, as
                           necessary.

4.4      QUALIFIED CONTRIBUTIONS

         An Employer may, in its sole discretion, make a Qualified Contribution
         in order to satisfy the requirements of Section 3.6. A Qualified

   24

         Contribution is a contribution that (i) is made by the Employer that
         may be aggregated with other contributions in accordance with Sections
         3.6; (ii) is nonforfeitable at all times; (iii) may not be distributed
         to a Participant or any Beneficiary until the earliest date provided
         for in Section 401(k)(2)(B) of the Code (determined without regard to
         subsection (i)(IV) of such Section) and (iv) complies with the
         requirements of Treasury Regulation Section 1.401(k)-1(b)(5).

         A Qualified Contribution may take the form of a qualified nonelective
         contribution (as defined in Treasury Regulation Section
         1.401(k)-1(g)(13)(ii)). The Employer shall specify the form of the
         Qualified Contribution, and the Participants to whom such contribution
         is to be allocated.

4.5      RETURN OF CONTRIBUTION

         Notwithstanding any provision of the Plan to the contrary, a
         contribution made to the Plan by an Employer shall be returned to it
         if:

         (a)      the contribution is made by reason of mistake of fact;

         (b)      the contribution is conditioned upon its deductibility under
                  Section 404 of the Code and such deduction is disallowed; or

         (c)      the contribution is conditioned on the initial qualification
                  of the Plan, under Section 401(a) of the Code, with respect to
                  an Employer which has adopted the Plan and such initial
                  qualification is not obtained;

         provided, however, that such return of contribution is generally made
         within one year of the mistaken payment of the contribution, the
         disallowance of the deduction or the failure of the Plan to qualify
         initially with respect to an Employer, as the case may be. All
         contributions to the Plan by an Employer made on or after January 1,
         1987 shall be conditioned upon their deductibility under Section 404 of
         the Code.

   25

                                    ARTICLE 5

                           Investment of Contributions
                           ---------------------------


5.1      INVESTMENT FUNDS

         Contributions to the Plan shall be invested in one or more of the
         following Investment Funds, in accordance with Section 5.2

                  The Fixed Income Fund shall be invested and reinvested by the
                  Trustee in fixed income and other securities or investments
                  anticipated or purporting to have a stable rate of return and
                  relative safety of principal, including without limitation
                  bonds, any so-called "guaranteed" income or investment or
                  similar contract issued by an insurance company or companies,
                  a bank or other financial institution, in each case, as
                  designated by the Plan Administrator, or in any combination of
                  such investments.

                  The Large Cap S&P 500 Fund shall be invested and reinvested by
                  the Trustee in shares of the Vanguard Index Trust-500
                  Portfolio, which attempts to provide investment results that
                  parallel the performance of the Standard & Poor's 500
                  Composite Stock Price Index.

                  The Mid and Small Cap Wilshire 4500 Fund shall be invested and
                  reinvested by the Trustee in shares of the Vanguard Index
                  Trust-Extended Market Portfolio, which attempts to provide
                  investment results that parallel the performance of the
                  unmanaged Wilshire 4500 Index.

                  The International Index Fund shall be invested and reinvested
                  by the Trustee in shares of the Vanguard Total International
                  Portfolio which attempts to provide investment results that
                  parallel the performance of two indexes compiled by Morgan
                  Stanley Capital International, the Europe, Australia, Far East
                  Index and the Emerging Markets (select) Index.

                  The Company Stock Fund shall be invested and administered by
                  the Trustee in securities of the ultimate parent corporation
                  of the Corporation, Alcan Aluminium Limited. Said securities
                  may be contributed by the Corporation or acquired in
                  accordance with the provisions of the Trust Agreement on the
                  open market or from Alcan Aluminium Limited or the Corporation
                  or in private transactions.

                  The "Mix A" Fund shall be invested and reinvested by the
                  Trustee in approximately 80% of the Fixed Income Fund, 5% of
                  the International Index Fund, and 15% of the Large Cap S&P 500
                  Fund.

                  The "Mix B" Fund shall be invested and reinvested by the
                  Trustee in approximately 60% of the Fixed Income Fund, 10% of
                  the International Index Fund, 25% of the Large Cap S&P 500
                  Fund, and 5% of the Mid and Small Cap Wilshire 4500 Fund.

                  The "Mix C" Fund shall be invested and reinvested by the
                  Trustee in approximately 40% of the Fixed Income Fund, 20% of
                  the

   26

                  International Index Fund, 30% of the Large Cap S&P 500 Fund,
                  and 10% of the Mid and Small Cap Wilshire 4500 Fund.

                  The "Mix D" Fund shall be invested and reinvested by the
                  Trustee in approximately 20% of the Fixed Income Fund, 25% of
                  the International Index Fund, and 40% of the Large Cap S&P 500
                  Fund, and 15% Mid and Small Cap Wilshire 4500 Fund.

                  The four above mixed funds shall be rebalanced periodically at
                  such times as the Plan Administrator and Trustee may
                  determine.

         The Plan Administrator, may, in its sole discretion, at any time and
         from time to time establish additional Investment Funds, in which
         contributions to the Plan may be invested, or eliminate or replace any
         existing Investment Fund.

         Any portion of an Investment Fund may, pending permanent investment or
         distribution, be invested in short-term securities issued or guaranteed
         by the United States of America or any other country or any agency or
         instrumentality thereof or any other investments of a short-term
         nature, including corporate obligations or participation therein. A
         portion of an Investment Fund may be maintained in cash. Any portion of
         an Investment Fund may be invested through the medium of the Alcancorp
         Master Savings Trust or of any common, collective or commingled trust
         fund maintained by the Trustee which is invested principally in
         property of the kind specified for such Investment Fund.

         Notwithstanding the provisions of this Article 5, the investment and
         administration of the assets of the Plan shall be governed by the
         provisions of the Trust Agreement, and without limitation of the
         foregoing, the Plan Administrator may designate an investment manager,
         as defined in Section 3(38) of the Act, to manage (including the power
         to acquire and dispose of) all or any portion of the assets of the
         Plan.

5.2      INVESTMENT OPTIONS

         All Contributions to the Plan shall be invested as initially elected by
         the Participant pursuant to Section 2.4, or as subsequently changed
         pursuant to Section 5.4, in multiples of 1% thereof to be invested in
         any Investment Fund.

         Notwithstanding anything in the Plan to the contrary, during any period
         during which a Participant is employed by an Employer, 50% or more of
         the voting stock of which is not directly or indirectly owned by Alcan
         Aluminium Limited and which has not been specifically excluded from the
         application of this provision by the Board of Directors, the
         Participant may not invest any future After-Tax Contributions,
         Before-Tax Contributions, Rollover Contributions, Qualified
         Contributions, Basic Contributions, or any other contributions in the
         Company Stock Fund and all such future contributions made by the
         Participant or on his behalf shall be invested as initially elected by
         the Participant pursuant to Section 2.4, or as subsequently changed
         pursuant to Section 5.4, with multiples of 1% thereof to be invested in
         Investment Funds other than the Company Stock Fund. Recordkeeping
         accounts shall be established for each Participant under each
         Investment Fund with respect to which such contributions are being
         invested.

5.3      REINVESTMENT IN SAME FUND

   27

         Dividends, interest and other distributions received by the Trustee in
         respect of any Investment Fund shall be reinvested in the same
         Investment Fund.

5.4      CHANGE IN INVESTMENT ELECTION

         A Participant may change his future investment directions, within the
         limits set forth in Section 5.2, as of the first practicable paydate
         coinciding with or next following the start of any calendar month, with
         respect to contributions to be made on such paydate and thereafter, by
         giving prior notice to the Plan Administrator or its delegate in such
         manner as the Plan Administrator shall require. Any such change in
         investment elections pursuant to this Section 5.4 shall be subject to
         such limitations on frequency as the Plan Administrator shall from time
         to time prescribe, but shall be permitted no less frequently than once
         within any calendar month.

5.5      FUND REALLOCATIONS

         A Participant may direct, by giving prior notice to the Plan
         Administrator or its delegate in such manner as the Plan Administrator
         shall require, that, as of the next practicable Valuation Date, the
         Value of his Accounts be transferred from one or more Investment Funds
         to other Investment Funds (in 1% multiples thereof); provided, however,
         that a Participant who is employed by, or has terminated employment
         from, an Employer, 50% or more of the voting stock of which is not
         directly or indirectly owned by Alcan Aluminium Limited and which has
         not been specifically excluded from the application of this provision
         by the Board of Directors, may not direct that any portion of the Value
         of his Accounts be reallocated to the Company Stock Fund.

         Any such reallocation pursuant to this Section 5.5 shall be subject to
         such limitations on frequency as the Plan Administrator shall from time
         to time prescribe, but shall be permitted no less frequently than once
         within any calendar month and shall be implemented as of the next
         Valuation Date as soon as reasonably practicable on or after timely
         receipt of such notice by the Plan Administrator or its delegate.

5.6      VOTING

         Full and fractional shares of Alcan Aluminium Limited credited to a
         Participant's Accounts shall be voted by the Trustee in accordance with
         the instructions of the Participant if such instructions are given on
         the form provided for that purpose and received by the Trustee at least
         10 days prior to the date on which the Trustee is to vote such shares.
         The Employer shall notify Participants of each occasion for the
         exercise of voting. The Trustee shall vote any shares for which timely
         instructions for voting have not been received from a Participant in
         the same proportion as the shares for which the Trustee has received
         instructions from Participants hereunder.

   28

                                    ARTICLE 6

                                    Valuation
                                    ---------


6.1      MAINTENANCE OF ACCOUNTS

         The Plan Administrator shall separately maintain on behalf of each
         Participant, where applicable, and shall separately account for:
         After-Tax Account, Before-Tax Account, Basic Account, Qualified Account
         and Rollover Account and such other Accounts as may be set forth in an
         Appendix hereto.

6.2      VALUATION

         As of each Valuation Date, the Plan Administrator shall cause to be
         adjusted the After-Tax Account, Before-Tax Account, Basic Account,
         Qualified Account, Rollover Account and any other Account for each
         Participant on whose behalf any such Account is maintained to reflect
         his share of contributions, loan repayments, withdrawals,
         distributions, loans, income, expenses payable from the Trust Fund and
         any increase or decrease in the value of Trust Fund assets since the
         preceding Valuation Date. The fair market value on the Valuation Date
         is to be used for this purpose, and the respective Accounts of
         Participants are to be adjusted in accordance with the valuation.

   29

                                    ARTICLE 7

                                     Vesting
                                     -------


7.1      PARTICIPANT ACCOUNTS

         Except as otherwise set forth in any applicable Appendix, the Value of
         a Participant's After-Tax Account, Before-Tax Account, Basic Account,
         Qualified Account, Rollover Account and any other Account established
         hereunder, shall be 100% vested in him at all times.

   30

                                    ARTICLE 8

                          Withdrawals During Employment
                          -----------------------------


8.1      WITHDRAWALS -- PRIORITIES OF WITHDRAWALS

         A Participant may make withdrawals from his Accounts subject to the
         terms and conditions contained in this Article 8, except as otherwise
         provided in an applicable Appendix. Withdrawals shall be made in the
         order of priority set forth below. No amount shall be withdrawn from a
         priority category unless all amounts available for withdrawal from
         prior categories have been withdrawn.

         AFTER-TAX CONTRIBUTIONS

         1.       A Participant may withdraw with earnings and without penalty,
                  an amount not in excess of the Value of his After-Tax Account
                  attributable to his non-withdrawn After-Tax Contributions;
                  provided that the amount withdrawn pursuant to this clause may
                  not exceed the Value of the portion of the After-Tax Account
                  attributable to such contributions.

         ROLLOVER CONTRIBUTIONS

         2.       A Participant may withdraw with earnings and without penalty,
                  an amount not in excess of the Value of his Rollover Account
                  attributable to his non-withdrawn Rollover Contributions;
                  provided that the amount withdrawn pursuant to this clause may
                  not exceed the Value of such Rollover Account.

         MATURED BASIC ACCOUNT

         3.       A Participant may withdraw, without penalty, all or any part
                  of the portion of the Value of his Basic Account attributable
                  to Basic Contributions made on his behalf at least 24 months
                  preceding the Valuation Date as of which the withdrawal is
                  made, if any, and he may also withdraw all earnings in his
                  Basic Account.

         AGE 59 1/2 WITHDRAWAL FROM BASIC ACCOUNT

         4.       A Participant who has attained age 59 1/2 as of the Valuation
                  Date as of which such withdrawal is to be made, including one
                  who has terminated service and retains a balance in the Plan
                  pursuant to Section 9.3, may withdraw with earnings and
                  without penalty, all or any part of the remaining vested Value
                  of his Basic Account.

         AGE 59 1/2 WITHDRAWAL FROM BEFORE-TAX ACCOUNT

         5.       A Participant who has attained age 59 1/2 as of the Valuation
                  Date as of which such withdrawal is to be made, including one
                  who has terminated service and retains a balance in the Plan
                  pursuant to Section 9.3, may withdraw, with earnings and
                  without penalty, all or any part of his Before-Tax Account.

8.2      RULES FOR WITHDRAWALS

   31

         Withdrawals pursuant to this Article 8 shall be made in accordance with
the following rules:

         (a)      Payment of amounts withdrawn shall be made in a single cash
                  lump sum, payable as soon as practicable after the Valuation
                  Date as of which the withdrawn amount is being determined.

         (b)      Two withdrawal elections under this Article 8 may be made in
                  any calendar year, in addition to any special IRA withdrawals
                  made pursuant to Section 8.3.

         (c)      All withdrawals from a Participant's Accounts shall be made
                  from the Investment Funds in proportion to the Value of the
                  Participant's After-Tax Account, Before-Tax Account, Basic
                  Account, or Rollover Account or any other Account, whichever
                  is applicable, in each such Investment Fund.

         (d)      Withdrawals from a Participant's Before-Tax Account are not
                  permitted before the Participant has attained age 59 1/2
                  unless he has died, became disabled, or is separated from
                  service, in accordance with the provisions of Code Section
                  401(k).

         (e)      In order to make a withdrawal from his Accounts a Participant
                  shall give such prior notice to the Plan Administrator in such
                  manner and within such time limit as the Plan Administrator
                  shall prescribe. In the event that a Participant has executed
                  a withdrawal application and is entitled to a withdrawal
                  hereunder and prior to the date on which withdrawal proceeds
                  are disbursed to him it is determined that the amount
                  available for withdrawal is less than the amount of such
                  application, the application shall be deemed to be for the
                  maximum amount available for withdrawal and such amount shall
                  be withdrawn.

8.3      SPECIAL IRA WITHDRAWAL

         A Participant may, in addition to any other savings withdrawals made
         under Section 8.1, make such a withdrawal once during any Plan Year for
         the purpose of transfer to an individual retirement account. Any such
         withdrawal shall be elected pursuant to an Appropriate Form which shall
         state the purpose of such withdrawal and shall be made in the same
         manner as any other withdrawal under Section 8.1 and subject to the
         withdrawal rules of Section 8.2, provided that such withdrawal shall
         not be deemed a withdrawal election for the purpose of Section 8.2(b).

8.4      CERTAIN ELIGIBLE ROLLOVER DISTRIBUTIONS

         Notwithstanding anything in the Plan to the contrary that would
         otherwise limit a distributee's election under this Section 8.4, a
         "distributee" (as hereinafter defined) may elect, at the time and in
         the manner prescribed by the Plan Administrator, to have any portion of
         an "eligible rollover distribution" (as hereinafter defined) paid
         directly to an "eligible retirement plan" specified by the distributee
         in a "direct rollover."

         For purposes of this Section 8.4, the following terms shall have the
         following meanings:

         (a)      "distributee" means an Eligible Employee or former Eligible
                  Employee. In addition, the surviving spouse of an Eligible

   32

                  Employee or former Eligible Employee or a spouse or former
                  spouse of an Eligible Employee or former Eligible Employee who
                  is the alternate payee under a Qualified Domestic Relations
                  Order, are distributees with regard to the interest of the
                  spouse or the former spouse;

         (b)      "eligible rollover distribution" means any distribution of all
                  or any portion of the balance to the credit of the distributee
                  under the Plan, except that an eligible rollover distribution
                  shall not include:

                  (i)      any distribution from the Plan that is one of a
                           series of substantially equal periodic payments (made
                           not less frequently than annually) for the life (or
                           life expectancy) of the distributee or the joint
                           lives (or joint life expectancies) of the distributee
                           and the distributee's designated Beneficiary, or for
                           a specified period of ten years or more;

                  (ii)     any distribution from the Plan to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Code; and

                  (iii)    the portion of any distribution from the Plan that is
                           not includible in gross income for federal income tax
                           purposes (determined without regard to the exclusion
                           for net unrealized appreciation with respect to
                           employer securities);

         (c)      "eligible retirement plan" means:

                  (i)      an individual retirement account described in Section
                           408(a) of the Code;

                  (ii)     an individual retirement annuity described in Section
                           408(b) of the Code;

                  (iii)    an annuity plan described in Section 403(a) of the
                           Code; or

                  (iv)     a qualified trust described in Section 401(a) of the
                           Code,

                  in any case, that accepts the distributee's eligible rollover
                  distribution; provided, however, that with respect to an
                  eligible rollover distribution to a surviving spouse of an
                  Eligible Employee or former Eligible Employee, an eligible
                  retirement plan means an individual retirement account or an
                  individual retirement annuity; and

         (d)      "direct rollover" means a payment by the Plan to the eligible
                  retirement plan specified by the distributee.

   33

                                    ARTICLE 9

                   Distributions on Termination of Employment
                   ------------------------------------------


9.1      DISTRIBUTIONS ON TERMINATION OF EMPLOYMENT

         When a Participant's employment with all Affiliated Companies is
         terminated, the Value of his vested interest in his Accounts shall be
         distributed to him or, if distribution is being made by reason of
         death, to his Beneficiary. For purposes of this Section 9.1, and
         subject to the provisions of Section 13.6, a termination of employment
         occurs upon a quit, discharge, termination due to a permanent shutdown
         or sale of a plant (except for situations involving a spinoff to
         another qualified plan), an absence that continues after the period of
         a leave of absence granted by an Employer expires, or a break in
         seniority under the terms of any applicable collective bargaining
         agreement, whichever occurs first. Any amount distributed to a
         Participant's Beneficiary pursuant to the preceding sentence shall be
         reduced to the extent the Participant's Accounts are subject to a
         pledge under Section 15.5. All amounts distributable pursuant to this
         Article 9 shall be paid as soon as practicable on or after the
         Valuation Date as of which payment is to be made (and except as is
         provided in Sections 9.2 and 9.3 in all events within 60 days after the
         end of the later of the Plan Year in which the Participant attains age
         65 or terminates employment with all Affiliated Companies).

9.2      VALUATION

         The Value of a Participant's Accounts for purposes of Section 9.1 shall
         be determined and payable on the Valuation Date on or as soon as
         practicable following the date the Participant (or his Beneficiary) is
         entitled to a distribution hereunder and has completed and submitted to
         the Plan Administrator any application and election forms which the
         Plan Administrator may require, but in no event prior to the Valuation
         Date on which authorized distribution directions are received by the
         Trustee.

9.3      FORM OF DISTRIBUTION

         Distributions under this Article 9 shall be made in a lump sum payment
         and shall be made in cash from the applicable Investment Funds (other
         than the Company Stock Fund). A Participant may elect in such manner
         and at such time as the Plan Administrator may determine whether
         distributions from the Company Stock Fund shall be distributed in cash
         or in kind, except that any uninvested cash and any fractional shares
         shall be paid in cash. In the event that a Participant has not made the
         election under the preceding sentence, distributions from the Company
         Stock Fund shall be made in cash.

         Notwithstanding anything herein contained to the contrary, no part of a
         distribution in excess of $3,500 may commence before the April 1st
         following the Plan Year in which the Participant attains age 70-1/2
         without the advance written consent of such Participant (except with
         respect to benefits made payable by reason of the death of a
         Participant or former Participant). The Participant's Accounts shall be
         retained and administered under the Plan until the Valuation Date
         immediately preceding the date of distribution.

   34

9.4      DISTRIBUTION ON DISABILITY OR LAYOFF FOR 6 MONTHS

         When a Participant has suffered a Disability, or been on layoff for 6
         months or more, the Value of his Accounts may be distributed to him in
         accordance with the foregoing provisions of this Article 9.

9.5      MANDATORY COMMENCEMENT OF BENEFITS

         Subject to Section 1121(d)(4) of the Tax Reform Act of 1986 and
         Proposed Treasury Regulation Section 1.401(a)(9)-1, and any amendments
         thereto, and to Section 401(a)(9) of the Code,

         (a)      a Participant who is a 5% owner (as defined in Section 416(i)
                  of the Code) at any time after the attainment of age 66-1/2,
                  shall receive the Value of his Accounts no later than the
                  April 1 of the calendar year following the calendar year in
                  which such Participant attains age 70-1/2;

         (b)      a Participant who is not a 5% owner at any time after the
                  attainment of age 66-1/2, shall receive the Value of his
                  Accounts no later than the April 1 of the calendar year
                  following the later of (i) the calendar year in which the
                  Participant attains age 70-1/2, or (ii) his termination of
                  employment with the Employer and any Affiliated Company; and

         (c)      a Participant who becomes a 5% owner after the attainment of
                  age 70-1/2, but prior to termination of employment, shall
                  receive the Value of his Accounts no later than the April 1 of
                  the calendar year following the calendar year in which such
                  Participant becomes a 5% owner.

         Any payments under this Plan shall be adjusted to meet the requirements
         of Section 401(a)(9) of the Code and the regulations thereunder. Thus,
         to the extent the distributions otherwise provided for under this Plan
         would not satisfy 401(a)(9) of the Code, the entire interest of each
         Participant (a) shall be distributed to him not later than the required
         beginning date as defined in Section 401(a)(9)(C) of the Code, or (b)
         shall be distributed, beginning not later than the required beginning
         date, in accordance with regulations, over the life of the Participant
         or over the life of the Participant and Beneficiary (or over a period
         not extending beyond the life expectancy of the Participant or the life
         of the Participant and Beneficiary). Except to the extent that Section
         9.3, or other provisions of this Section or this Plan, would cause such
         distribution to be in the form of a single lump sum payment, the amount
         to be distributed each year must be at least an amount equal to the
         quotient obtained by dividing the Participant's entire interest,
         determined as of the last Valuation Date for the Plan Year immediately
         preceding the year for which such distribution is being made, by the
         life expectancy of the Participant or joint and survivor life
         expectancy of the Participant and designated Beneficiary. If the
         Beneficiary is other than the Participant's spouse, the present value
         of payments expected to be made to the Participant must exceed 50% of

   35

         the present value of total payments expected to be made to the
         Participant and his Beneficiary.

         Notwithstanding any provision of the Plan to the contrary,
         distributions made under this Section 9.5 shall be deemed to satisfy
         any distribution options provided for in the Plan that are inconsistent
         with Section 401(a)(9) of the Code. In addition, any distribution
         required under the incidental death benefit rule of Section
         401(a)(9)(G) of the Code shall be treated as a distribution required
         under this Section.

9.6      LATEST COMMENCEMENT OF BENEFITS

         Except as provided in Section 9.5, and unless a Participant otherwise
         elects, a Participant's benefits under the Plan shall begin not later
         than the 60th day after the close of the Plan Year in which the latest
         of the following events occur: (a) the Participant attains age 65; (b)
         the 10th anniversary of the date the Participant's participation in the
         Plan commences; (c) the Participant's employment with the Employer or
         any Affiliated Company is terminated.
   36

                                   ARTICLE 10

                                  Miscellaneous
                                  -------------


10.1     NO ASSIGNMENT OR ALIENATION

         Except as may be otherwise provided by law, no benefit payable under
         the Plan shall be subject in any manner to anticipation, alienation,
         sale, transfer, assignment, pledge, encumbrance, or charge, and any
         action by way of anticipating, alienating, selling, transferring,
         assigning, pledging, encumbering, or charging the same shall be void
         and of no effect; nor shall any such benefit be in any manner liable
         for or subject to the debts, contracts, liabilities, engagements, or
         torts of the person entitled to such benefit, except as specifically
         provided in the Plan.

         Notwithstanding the foregoing, the creation, assignment or recognition
         of a right to any benefit payable with respect to a Participant
         pursuant to a Qualified Domestic Relations Order shall not be treated
         as an assignment or alienation prohibited by this Section 10.1.

         If any Participant or other payee under the Plan shall become bankrupt
         or attempt to anticipate, alienate, sell, transfer, assign, pledge,
         encumber, or charge any benefit, except as specifically provided in the
         Plan, then such benefit shall, at the discretion of the Plan
         Administrator, be applied as follows: the Plan Administrator shall hold
         or apply the benefit or any part thereof to, or for, such Participant
         or payee, his spouse, children, or other dependents, or any of them, in
         such manner and in such proportions as the Plan Administrator shall at
         its sole discretion determine.

10.2     QUALIFIED DOMESTIC RELATIONS ORDERS

         Notwithstanding any other provision in the Plan to the contrary, the
         following provisions shall apply with respect to a Domestic Relations
         Order.

         (a)      A Qualified Domestic Relations Order may require the payment
                  in a single sum of any designated portion of the Value of a
                  Participant's Accounts in which the Participant has a fully
                  vested interest, as determined as soon as practicable
                  following the determination by the Plan Administrator of the
                  qualified status of such Domestic Relations Order, regardless
                  of whether the Participant shall then have qualified for an
                  immediate distribution and regardless of the inability of the
                  Participant then to have withdrawn all or any of the amounts
                  covered by the Qualified Domestic Relations Order. Unless
                  otherwise specified in the Qualified Domestic Relations Order,
                  any such single sum distribution shall be withdrawn on a pro
                  rata basis from all of the Participant's Accounts and from the
                  Investment Funds in which his Accounts are invested.

         (b)      In the event that a Qualified Domestic Relations Order shall
                  require that a portion of a Participant's Accounts be held
                  under the Plan for the benefit of the Alternate Payee, such
                  portion shall be held in a QDRO Balance and shall be subject
                  to the following rules:

   37


                  (i)      Except as otherwise specifically provided in this
                           Section 10.2, the Alternate Payee shall, with respect
                           to the administration of the QDRO Balance, be treated
                           in the same manner as a Participant who has
                           terminated employment with all the Affiliated
                           Companies.

                  (ii)     The rights of the Alternate Payee with respect to the
                           investment of and withdrawals from the QDRO Balance
                           shall be established by the Employer and any
                           reasonable costs of the administration of the QDRO
                           Balance may be assessed against the same.

                  (iii)    The Alternate Payee shall not be entitled to
                           contribute, receive an allocation of contributions,
                           or borrow under the Plan.

                  (iv)     The obligations under any Loan shall be personal to
                           the Participant, and in the event that the Qualified
                           Domestic Relations Order would otherwise require the
                           transfer of all or any portion of a Loan to the QDRO
                           Balance, such Loan shall become due and payable as
                           provided in Section 15.4(c).

                  (v)      Unless otherwise specified in the Qualified Domestic
                           Relations Order, any transfer to the QDRO Balance
                           shall be withdrawn, subject to clause (iv), above, on
                           a pro rata basis from all of the Participant's
                           Accounts and from the Investment Funds in which the
                           Participant's Accounts are invested.

         (c)      Upon and after the receipt by the Plan Administrator of a
                  Domestic Relations Order, no withdrawals shall be permitted to
                  be made from the Participant's Accounts and no Loans shall be
                  made to the Participant unless and until permitted under a
                  related Qualified Domestic Relations Order, or, absent a
                  related Qualified Domestic Relations Order, until the end of
                  the nine-month period immediately following such receipt of
                  the Domestic Relations Order. The Participant's investment
                  directions in effect immediately prior to the Plan
                  Administrator's receipt of the Domestic Relations Order shall
                  remain in effect; provided, however, that the Participant may
                  make a change pursuant to Section 5.4 or a reallocation
                  pursuant to Section 5.5, in either case, solely in order to
                  increase the portion of his Accounts invested in the Fixed
                  Income Fund.

         (d)      The Plan Administrator shall follow such other rules and
                  procedures with respect to a Domestic Relations Order as
                  provided in the Qualified Domestic Relations Order Rules and
                  Procedures as in effect from time to time.

         (e)      If (i) any regulation becomes effective which interprets
                  Section 206(d) of the Act, Section 414(p) of the Code, or
                  both, and (ii) any provision of the Plan or the QDRO Rules and
                  Procedures is contrary to such regulation or does not fully
                  comply with the same, then any such provision shall, to the
                  extent necessary, be of no force or effect for any Domestic
                  Relations Order received by the Plan Administrator after the
                  effective date of such regulation, and the Plan and the QDRO
                  Rules and Procedures shall be deemed to have complied with
                  such regulations from such

   38


                  effective date and further shall be deemed not to have created
                  any accrued benefits under Section 204(g) of the Act or
                  Section 411(d)(6) of the Code not required under such
                  regulation. Any Domestic Relations Order shall be subject to
                  any changes in the Plan or the QDRO Rules and Procedures which
                  may be required to comply with such regulation or otherwise to
                  maintain the qualification of the Plan under Section 401(a) of
                  the Code.

10.3     NO EMPLOYMENT RIGHTS

         The establishment of the Plan shall not be construed as conferring any
         rights upon any employee or any other person for a continuation of
         employment, nor shall it be construed as limiting in any way the right
         of an Employer to discharge any employee or to treat him without regard
         to the effect which such treatment might have upon him as a Participant
         under the Plan.

10.4     INCAPACITY

         If any person entitled to receive any benefits hereunder is, in the
         judgment of the Plan Administrator, legally, physically or mentally
         incapable of personally receiving and receipting for any distribution,
         the Plan Administrator may direct that any distribution due him, unless
         claim has been made therefor by a duly appointed legal representative,
         be made to his spouse, children or other dependents or to a person with
         whom he resides, and any other distribution so made shall be a complete
         discharge of the liabilities of the Plan therefor.

10.5     IDENTITY OF PROPER PAYEE

         The determination of the Plan Administrator as to the identity of the
         proper payee of any payment and the amount properly payable shall be
         conclusive, and payment in accordance with such determination shall
         constitute a complete discharge of all obligations on account thereof.

10.6     GOVERNING LAW

         To the extent not preempted by federal law, the Plan shall be
         interpreted and applied in accordance with the laws of the State of
         Ohio.


   39


                                   ARTICLE 11

                          Fiduciary and Administration
                          ----------------------------


11.1     PLAN ADMINISTRATOR

         The authorities and responsibilities of the Plan Administrator shall be
         vested jointly in the members of the Alcancorp Employee Benefits
         Committee (the "Committee"). The members of the Committee shall be
         designated by the Board of Directors and shall serve for terms of one
         year and until their successors are designated and qualified. The term
         of any member of the Committee may be renewed from time to time without
         limitation as to the number of renewals. Any member of the Committee
         may resign upon not less than 60 days' notice to the Board but may be
         removed from office only by reason of his failure or inability, in the
         opinion of the Board, to carry out his responsibility in an effective
         manner. Any instrument or document signed on behalf of the Committee by
         any member of the Committee may be accepted and relied upon as the act
         of the Committee.

11.2     PLAN FIDUCIARIES

         The Plan Administrator is the named fiduciary under the Plan and is
         responsible for controlling and managing the operation and
         administration of the Plan in accordance with the provisions of the
         Act.

11.3     REPORTS OF THE PLAN ADMINISTRATOR

         The Plan Administrator shall report to the Board on the performance of
         its responsibilities and on the performance of any persons to whom any
         of its powers and responsibilities may have been delegated.

11.4     SERVICE IN VARIOUS FIDUCIARY CAPACITIES

         The Plan Administrator or any other persons may serve in more than one
         fiduciary capacity with respect to the Plan, and any fiduciary may
         serve as such in addition to being an officer, employee, agent or other
         representative of a party in interest.

11.5     RETENTION OF ADVISORS AND SERVICES

         The Plan Administrator may employ one or more persons to render advice
         with regard to any responsibility assumed by such fiduciary under the
         Plan or the Act and retain such clerical, legal, accounting and
         consulting services as the Plan Administrator deems appropriate.

11.6     POWER TO CONSTRUE AND MAKE RULES

         The Plan Administrator shall have the power to construe the provisions
         of the Plan and to determine any questions of fact which may arise
         hereunder and to make such rules and regulations, including but not
         limited to rules governing the manner in which the Plan Administrator
         shall act or in which the Plan Administrator's own affairs shall be
         managed, as the Plan Administrator may deem necessary or appropriate in
         the exercise of its authority hereunder.

11.7     POWER TO DIRECT TRUSTEE


   40


         The Plan Administrator shall have authority to direct the Trustee with
         respect to any payments or disbursements from, or contributions to, the
         Plan.

11.8     EXERCISE OF AUTHORITY-NON-DISCRIMINATION

         Whenever in the administration of the Plan the Plan Administrator acts
         or otherwise exercises any authority, such exercise of authority shall
         be consistent with the requirements of the Act and all other laws and
         in addition shall generally be uniform in nature as applied to all
         persons similarly situated and without discrimination in favor of HCEs,
         and in accordance with the Plan, all as determined by the Plan
         Administrator in its sole discretion.

11.9     POWER OF DELEGATION

         The Plan Administrator shall have the power to designate one or more
         persons, including any corporation, to whom the Plan Administrator may
         delegate, and among whom the Plan Administrator may allocate, specified
         fiduciary responsibilities (other than trustee responsibilities as
         defined in Section 405(c)(3) of the Act). Any such designation shall be
         in writing and the Plan Administrator shall not enter into any
         delegation under this Section 11.9 which does not provide for the
         termination thereof by the Plan Administrator upon reasonable notice to
         such person. Without limiting the generality of the foregoing, the Plan
         Administrator shall have the power to delegate, in accordance with the
         foregoing provisions of this Section 11.9, to one or more persons, the
         authority (i) to determine the amount of benefits based upon records
         due any person under the Plan, (ii) to execute, in the name, and on
         behalf of, the Plan Administrator, any direction for payment of any
         benefit under the Plan, and (iii) to maintain records and accounts.

11.10    MINISTERIAL PLAN SERVICES

         The Corporation or any other person shall perform such ministerial
         services in the administration of the Plan as may be agreed upon
         between the Plan Administrator and the Corporation or such other
         person. The Plan Administrator shall furnish the Corporation or such
         other person with such framework of policies, interpretations, rules,
         practices and procedures as the Plan Administrator shall deem necessary
         or appropriate. The Plan Administrator may rely on any information,
         data, statistics, reports or analysis furnished by the Corporation,
         including, without limitation, information relating to addresses,
         employment, employment status, and services of any Participant or other
         person.

11.11    APPEALS

         The Participant will be notified by the Plan Administrator within a
         reasonable time in the event that his application or any other claim
         under the Plan is denied. Such notice will be in writing, will indicate
         the specific reasons for such denial, the specific provisions of the
         Plan on which it was based and any additional material or information
         necessary for him to perfect his application or claim as well as an
         explanation of the claim review procedure of the Plan. In the event
         that notice of such denial is not furnished within a reasonable period,
         the Participant will be entitled to appeal as if the claim had been
         denied.


   41


         An appeal with respect to the Plan, if it cannot be resolved by
         discussion with the designated local representative of the Corporation,
         is to be addressed by the Participant (or by his Beneficiary or other
         legal representative) in writing to the Plan Administrator. The Plan
         Administrator is the named fiduciary of the Plan for the purpose of
         hearing claims appeals. The Participant is entitled to review pertinent
         documents and he may submit in writing issues and comments in the same
         manner as an appeal is to be submitted. Requests for review must be
         made within 120 days after receipt of written notice of denial of the
         claim. A decision will be rendered by the named fiduciary within 60
         days after his receipt of the request for review, provided that if
         there are special circumstances which make a longer period of decision
         necessary or appropriate, on notice to the Participant, decision may be
         postponed for an additional 60 days. Any decision by the named
         fiduciary shall be in writing and shall set forth the specific reason
         for the decision and the specific Plan provisions on which the decision
         is based.

11.12    FUNDING POLICY

         The Plan Administrator, acting in conjunction with any trustee,
         insurance carrier, investment manager or other party responsible for
         the investment of the assets of the Plan (the "Funding Agency"), shall
         cause to be established a funding policy pursuant to the procedure set
         forth in this Section 11.12. The Plan Administrator shall determine the
         short and long run financial needs of the Plan, giving regard to the
         objectives of the Plan, its need for liquidity, and such other factors
         as it deems appropriate. The Plan Administrator shall, on the basis of
         such information, formulate a statement of the needs of the Plan which
         shall be submitted to each Funding Agency. The Funding Agency shall on
         the basis of such statement and such other information as it shall
         reasonably request, coordinate its investment policy with the Plan
         needs communicated to it and establish the funding policy of the Plan.

         The Plan Administrator shall review the funding policy and all or any
         portion of the information upon which it is based at such time or times
         as it may deem advisable but not less often than annually.

11.13    QUALIFIED STATUS OF PLAN

         It is intended that the Plan at all times satisfies the requirements of
         Section 401(a) of the Code and the regulations issued thereunder. To
         enable the Employer to provide, in its sole discretion, benefits to
         employees as permitted under a plan that satisfies such requirements,
         notwithstanding any other provision in the Plan to the contrary, no
         action shall be required to be taken with respect to the Plan or any
         Participant (or Beneficiary) that in the determination of the Plan
         Administrator would have a significant likelihood of adversely
         affecting this determination under Section 401(a) of the Code. The Plan
         shall be interpreted in accordance with the Code and the Act, and all
         provisions hereof shall be administered in accordance with such laws.

11.14    INDEMNIFICATION OF CERTAIN PERSONS

         Each individual who has been designated hereunder to carry out any
         Fiduciary or administrative responsibility or any act on behalf of the


   42

         Corporation (including without limitation, members of the Committee),
         and is an employee, officer or director of the Corporation, shall be
         indemnified by the Corporation to the extent permitted by law, against
         all expenses (including costs and attorney's fees) actually and
         necessarily incurred or paid by him in connection with the defense of
         any action, suit or proceeding in any way relating to or arising from
         the Plan to which he may be made a part by reason of his being or
         having been so designated, or by reason of any action or omission or
         alleged action or omission by him in such capacity, and against any
         amount or amounts which may be paid by him (other than to the
         Corporation) in reasonable settlement of any such action, suit or
         proceeding, where it is in the interest of the Corporation that such
         settlement be made. In cases where such action, suit or proceeding
         shall proceed to final adjudication, such indemnification shall not
         extend to matters as to which it shall be adjudged that such employee,
         officer or director is liable for gross negligence or willful
         misconduct in the performance of his duties as such. The right of
         indemnification herein provided shall not be exclusive of other rights
         to which any such employee, officer or director may now or hereafter be
         entitled, shall continue as to a person who has ceased to be so
         designated and shall inure to the benefit of the heirs, executors and
         administrators of such employee, officer or director.

   43

                                   ARTICLE 12

                          Management of the Trust Fund
                          ----------------------------


12.1     TRUST FUND

         All contributions under the Plan shall be paid over to the Trustee
         which shall be appointed from time to time by the Committee or pursuant
         to its authorization, with such powers in the Trustee (or in any
         investment manager designated pursuant to Section 5.1) as to
         investment, reinvestment, control and disbursement of the funds as the
         Committee shall approve and as shall be in accordance with the Plan.
         The Committee may remove or authorize the removal of any Trustee at any
         time, upon reasonable notice, and upon such removal or upon the
         resignation of any Trustee, the Committee shall designate or authorize
         the designation of a successor Trustee.

12.2     EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES

         All funds under the Plan shall be held under a trust or trusts for the
         exclusive benefit of Participants and their Beneficiaries, and no part
         of the corpus or income shall revert to the Employers or be used for,
         or diverted to, purposes other than for the exclusive benefit of such
         persons under the Plan, including the payment of expenses of the Plan,
         except as otherwise expressly provided hereunder, including Section
         4.5. No such person, nor any other person, shall have any interest in
         or right to any of such funds, except to the extent expressly provided
         in the Plan.

12.3     APPLICATION AND DISBURSEMENT OF TRUST FUND

         The funds held by the Trustee shall be applied to the payment of
         benefits as provided in the Plan to such persons as are entitled
         thereto in accordance with the Plan and for the payment of expenses of
         the Plan and Trust Fund as provided in Section 4.2, except as otherwise
         expressly provided herein.

         The Plan Administrator shall determine the manner in which the funds of
         the Plan shall be disbursed in accordance with the Plan, including the
         form of voucher or warrant to be used in making disbursement and the
         qualification of persons authorized to approve and sign the same and
         any other matters incident to the disbursement of such funds.

12.4     MASTER TRUST

         The assets of the trust established under the Plan as adopted by the
         Corporation may be commingled for investment purposes under a master
         trust or trusts established by the Corporation with the assets of other
         trusts established under the Plan in accordance with Section 14.1 and
         with the assets of trusts established under a plan other than the Plan
         which has been admitted to participation in such master trust on such
         terms and conditions as may be specified by the Corporation.


   44



                                   ARTICLE 13

               Amendment, Modification, Suspension or Termination
               --------------------------------------------------


13.1     CORPORATE AUTHORITY

         The Corporation reserves the right at any time to amend, modify,
         suspend or terminate the Plan, any contributions thereunder, the Trust
         Fund or any contract forming a part of the Plan, in whole or in part,
         and for any reason and without the consent of any Employer,
         Participant, Beneficiary or any other person having an interest under
         the Plan.

13.2     LIMITATIONS

         No amendment shall be made which would make it possible for any part of
         the funds of the Plan (other than such part as is required to pay
         taxes, if any) to be used for or diverted to any purposes other than
         for the exclusive benefit of Participants and their Beneficiaries under
         the Plan.

         No merger or consolidation with, or transfer of assets or liabilities
         to, any other pension or retirement plan, shall be made unless the
         benefit each Participant in the Plan would receive if the Plan were
         terminated immediately after such merger or consolidation, or transfer
         of assets and liabilities, would be at least as great as the benefit he
         would have received had the Plan terminated immediately before such
         merger, consolidation or transfer.

13.3     RETROACTIVITY

         Subject to the provisions of Section 13.1, 13.2 or any applicable
         provision of law, any amendment, modification, suspension or
         termination of any provision of the Plan may be made retroactively if
         necessary or appropriate to qualify or maintain the Plan, the Trust
         Fund and any contract forming a part of the Plan as a plan and trust
         meeting the requirements of Sections 401(a) and 501(a) of the Code or
         any other applicable section of law (including the Act) or regulations
         issued pursuant thereto, as now in effect or hereafter amended or
         adopted, or for any other reason.

13.4     RIGHT TO TERMINATE OR DISCONTINUE CONTRIBUTIONS OR TO SECEDE FROM THE
         PLAN

         Each Employer reserves the right by resolution of its board of
         directors to:

         (a)      terminate the Plan with respect to such Employer; or

         (b)      discontinue contributions under the Plan.

13.5     DISTRIBUTION ON PLAN TERMINATION

         In the event of a complete termination of the Plan with respect to an
         Employer, the Accounts of the Participants who are employed by such
         Employer shall be distributed at the time and in the manner determined
         under the amendment terminating the Plan; provided, however, that no

   45


         distribution with respect to any Participant shall be made prior to the
         earliest date on which a withdrawal is permitted under Article 8 and,
         provided further, however, that, unless required pursuant to Article 9,
         or permitted under Treasury Regulation Section 1.411(a)-11(e), no
         distribution in excess of $3,500 shall be made without the advance
         written consent of such Participant.

13.6     DISTRIBUTION ON SALE

         Except as otherwise provided in an amendment to this Plan, in the event
         of any transaction involving an Employer that results in the Employer
         no longer being an Affiliated Company or the disposition of
         substantially all of the Employer's assets, the Accounts of the
         Participants who are employed by such Employer at the time of such
         transaction shall continue to be held by the Plan, and such event shall
         not be construed to constitute an event entitling a Participant to a
         distribution hereunder.



   46


                                   ARTICLE 14

                Participation in Plan by Subsidiary or Affiliate
                ------------------------------------------------


     14.1     ADOPTION BY SUBSIDIARY OR AFFILIATE; EXTENSION TO DIVISION OR UNIT

              Any subsidiary or affiliate of the Corporation may, with the
              consent of the Board, become a party to this Plan by adopting the
              Plan, on such terms and conditions as mutually agreed upon by the
              Board and such subsidiary or affiliate, which terms and conditions
              shall be set forth in an Appendix hereto, as its savings plan for
              its eligible employees and by establishing a trust to fund the
              benefits of the Plan as so adopted by it. Any such trust may be
              established, as the Plan Administrator shall determine, either by
              the execution of a separate trust agreement or by the adoption of
              the Trust Agreement by such subsidiary or affiliate. Upon the
              filing with the Trustee of a certified copy of the resolutions or
              other documents evidencing adoption of the Plan, and the Trust
              Agreement if applicable, and a written instrument showing the
              consent of the Board to participation of such subsidiary or
              affiliate and, if applicable, upon the execution of a separate
              agreement of trust with the Trustee satisfactory in form to the
              Plan Administrator, such subsidiary or affiliate shall thereupon
              be included in the Plan as an Employer. Without limitation of the
              foregoing, any such adopting subsidiary or affiliate and the plan
              established by it as aforesaid shall be subject to the authorities
              herein reserved to the Corporation, Plan Administrator and
              Committee with respect to the Plan.

     14.2     SPECIAL PROVISIONS FOR EMPLOYEES OF SUBSIDIARIES, AFFILIATES,
              ACQUIRED COMPANIES

              In approving the adoption of the Plan or its extension to
              employees of any organization all or part of whose business or
              assets, or both, are acquired by an Employer by merger, purchase
              or otherwise, the Board shall, subject to applicable law,
              designate the extent, if any, to which the employees' employment
              with predecessor companies prior to the date of such adoption or
              extension shall be considered Service.



   47


                                   ARTICLE 15

                              Loans to Participants
                              ---------------------


     15.1     ELIGIBILITY FOR BORROWING

              A Participant who is an Eligible Employee may borrow from the Plan
              to the extent permitted and under the conditions set forth in this
              Article 15. A loan from the Plan shall be made to a former
              Participant whose employment with the Employer has terminated only
              to the extent required to comply with the applicable provisions of
              the Act and the Code.

     15.2     AMOUNT OF LOANS

              (a)     The maximum amount available for a Loan to a Participant
                      when added to the outstanding balance of all other Loans
                      to such Participant as of the Loan Valuation Date shall be
                      the lesser of

                      (i)      $50,000 reduced by the excess (if any) of

                               I.       the highest outstanding balance of Loans
                                        to the Participant during the one-year
                                        period ending on the day before the Loan
                                        Valuation Date, over

                               II.      the outstanding balance of Loans to the
                                        Participant as of the Loan Valuation
                                        Date, or

                      (ii)     1/2 of the Value of the Participant's Accounts
                               under the Plan on the Loan Valuation Date in
                               which the Participant has a fully vested
                               interest;

                      provided, however, that in no event shall the amount of
                      any Loan exceed the Value of the Participant's Accounts as
                      of the Valuation Date coinciding with or immediately
                      preceding the date of disbursement of the Loan.

         (b)          No more than two Loans including, without limitation, one
                      Home Loan may be outstanding with respect to a Participant
                      at any time, and no Loan shall be made to a Participant
                      who is in default under a Loan.

         (c)          The minimum amount of any Loan shall be $1,000, and Loans
                      shall be made in $100 increments.

15.3     INTEREST RATE

         The interest rate payable on any Loan shall be established by the Plan
         Administrator in accordance with the requirements of law and shall be
         communicated to Participants. Any rate so established shall remain in
         effect until a new rate is established and communicated. The interest
         rate established under this Section 15.3 which is in effect on the Loan
         Valuation Date of any Loan shall be applicable to such Loan and shall
         remain in effect during the term of that Loan.

15.4     TERM OF LOAN

   48


         (a)      A Home Loan shall be repaid prior to the expiration of the
                  14-1/2 year period commencing on the date of the first
                  repayment. Any Loan under the Plan, other than a Home Loan,
                  shall be repaid on or before the end of the 4-1/2-year period
                  commencing on the date of the first repayment.

         (b)      The minimum term of any Loan shall be one year.

         (c)      Except to the extent required to comply with the applicable
                  provisions of the Act or the Code, the outstanding balance of
                  principal and accrued interest under any Loan shall become
                  immediately due and payable as of (i) the last day of the
                  calendar month following the month in which the Participant's
                  employment with the Employer is terminated for any reason,
                  including death or (ii) the effective date of a Qualified
                  Domestic Relations Order that otherwise would require the
                  transfer of all or any portion of a Loan to an Alternate
                  Payee.

         (d)      Notwithstanding the preceding provisions of this Section 15.4,
                  the full amount of the outstanding principal balance of any
                  Loan which has been outstanding for not less than a six-month
                  period may be prepaid without penalty, effective as of such
                  date as may be prescribed by the Plan Administrator.

15.5     DISBURSEMENT AND SECURITY

         (a)      A Loan shall be evidenced by the promissory note/loan
                  agreement of the borrowing Participant, which shall be
                  executed and delivered by the Participant on or before the
                  date on which Loan proceeds are disbursed to him, shall be
                  effective upon such disbursement and shall include, without
                  limitation, an assignment of 1/2 of the value of the
                  Participant's vested interest in his Accounts and the
                  Participant's Outstanding Loan Balance or, in either case, any
                  lesser portion thereof, as security for such Loan and the
                  Participant's consent to a reduction of the Participant's
                  Accounts in satisfaction of such security interest. Each Loan
                  shall be secured by the Participant's pledge of his Accounts
                  and his Outstanding Loan Balance to the extent assigned
                  pursuant to the immediately preceding sentence.

         (b)      In the event that a Participant has executed a promissory note
                  and that prior to the date on which Loan proceeds are
                  disbursed to him it is determined that the amount available
                  for a Loan under Section 15.2 is less than the amount of such
                  promissory note, the Participant shall be required to accept a
                  Loan in the maximum lesser amount permitted under Section
                  15.2.

         (c)      Except as otherwise determined by the Plan Administrator,
                  Loans shall be disbursed as soon as practicable following the
                  Loan Valuation Date.

         (d)      Loans shall be made from a Participant's Accounts in the
                  reverse order to the order in which withdrawals are permitted
                  from such Accounts under Section 8.1. As of the Loan Valuation
                  Date, an amount equal to the principal amount loaned


   49

                  from an Account shall be deducted on a pro rata basis from the
                  Investment Funds in which such Account is otherwise invested.
                  A Fund denominated the "Loan Fund" shall be established for
                  each Participant with respect to whom a Loan is outstanding
                  under the Plan. The Loan Fund shall be invested solely in the
                  promissory note evidencing the Loan made to the Participant.
                  The Loan Fund shall be credited with the principal amount of
                  any Loan together with any interest accruing thereon.

         (e)      Except as otherwise determined by the Plan Administrator, a
                  Participant who has applied for a Loan shall be required to
                  accept such Loan.

15.6     REPAYMENT OF LOANS

         (a)      Repayment of the principal and interest of any Loan under the
                  Plan shall be made in substantially equal payments during the
                  term of the Loan which shall be due upon each paydate of the
                  borrowing Participant to occur during each calendar month
                  commencing as soon as practicable following the date on which
                  the proceeds of the Loan are disbursed. A Participant may
                  prepay any loan in full (but not in part), at any time
                  commencing six months after the Loan Valuation Date.

         (b)      Payments of principal and interest, and lump sum prepayments
                  of principal, shall reduce the balance in the Participant's
                  Loan Fund. Such amounts shall be returned to the Participant's
                  Accounts (e.g., Before-Tax Account, After-Tax Account, Basic
                  Account, Rollover Account, or any other Account established
                  hereunder) from which the Loan was made pursuant to Section
                  15.5(d), in the same proportion as the original principal
                  amount of the loan was borrowed from such Accounts.

         (c)      Amounts which are returned to a Participant's Accounts
                  pursuant to Section 15.6(b) above, shall be invested in the
                  Investment Funds in the proportion last elected by the
                  Participant in accordance with Section 5.2.

15.7     DEFAULTS AND REMEDIES

         (a)      Except as otherwise prescribed by the Plan Administrator
                  pursuant to Section 15.8, in the event that a Participant
                  fails to make any required payment under a Loan, such
                  Participant shall be deemed to be in default on such Loan, and
                  a Loan which is in default shall become due and payable as of
                  the last day of the month in which such default occurs.

         (b)      The Plan Administrator, in its sole discretion, may take such
                  action as it may deem appropriate to enforce payment of any
                  Loan, including the execution by the Plan upon its security
                  interests in the Participant's Accounts and Loan Fund;
                  provided, however, that the Plan shall not levy against an
                  Account of the Participant until such time that a distribution
                  from such Account would otherwise be available under the Plan.
                  Any such application of a Participant's Accounts to payment of
                  the Loan may be treated as a distribution from the
                  Participant's Accounts in the order in which withdrawals are
                  permitted from such Accounts under Section 8.1 to the extent
                  required to discharge the Loan. If the entire balance and

   50


                  accrued interest of the Loan in default cannot be discharged
                  as set forth in the preceding provisions of this Section 15.7,
                  the remaining amount may be collected by the Plan
                  Administrator using appropriate legal remedies and, until
                  collected in full, shall be deducted from any subsequent
                  withdrawals and distributions from the Plan. Nothing in this
                  Section 15.7 shall affect the right of the Plan Administrator
                  to retain the security in any part of the Participant's
                  Accounts that is not available for withdrawal at the time that
                  any other remedies are available to the Plan Administrator.

15.8     LOAN RULES

         The Plan Administrator shall establish such rules consistent with the
         provisions of this Article 15, as it may deem necessary or advisable to
         provide for the administration of Loans, including, without limitation,
         rules governing (i) the date on which Loans shall commence to be made
         under the Plan; (ii) the manner and timing of repayments and
         prepayments; (iii) the treatment of Loans and repayments, including the
         determination of the events of default, in the event of an absence from
         employment by reason of leave of absence, lay-off or otherwise; (iv)
         the content of the Appropriate Form or Forms, of the promissory
         note/loan agreement, Loan applications and other documentation required
         in connection with Loans; (v) the timing of applications and
         notifications in connection with Loans; and (vi) any matter as to which
         discretion is reserved to the Plan Administrator under this Article 15.
         Without limitation of the foregoing, the Plan Administrator may
         establish such rules and procedures, including the modification of the
         terms of any outstanding Loan, which he may deem to be necessary or
         desirable in order to comply with any regulations governing employee
         loans under the provisions of the Act, the Code or any other applicable
         law, and by requesting a Loan hereunder each borrowing Participant
         agrees to execute such modified or superseding documents as may be
         required by the Plan Administrator pursuant to such rules or
         procedures.


   51


                                   ARTICLE 16

                             Rollovers and Transfers
                             -----------------------


16.1     ROLLOVERS TO THE PLAN

         A Participant who has had distributed to him his entire interest in
         another plan which meets the requirements of Section 401(a) of the
         Code, hereinafter referred to as the "Other Plan," may, in accordance
         with procedures approved by the Plan Administrator, roll over all or a
         portion of such distribution to the Trustee provided the following
         conditions are met:

         (a)      The rollover (i) occurs on or before the 60th day following
                  his receipt of the distribution from the Other Plan; (ii) the
                  rollover is a "direct rollover" (within the meaning of
                  Treasury Regulation Section 1.401(a)(31)-1T, Q&A-3) from the
                  Other Plan; or (iii) if such distribution had previously been
                  deposited in a conduit individual retirement account (as
                  defined in Section 408 of the Code), the rollover occurs on or
                  before the 60th day following his receipt of such distribution
                  plus earnings thereon from the individual retirement account;
                  and

         (b)      The distribution or direct rollover from the Other Plan is an
                  eligible rollover distribution within the meaning of Section
                  402(c) of the Code, or the amount distributed from the
                  individual retirement account qualifies as a rollover
                  contribution under Section 408(d)(3) of the Code; and

         (c)      The amount rolled over does not include any amounts not
                  includible in gross income in accordance with Section
                  402(c)(2) of the Code.

         The Plan Administrator shall develop such procedures, and may require
         such information from a Participant desiring to make such a rollover,
         as it deems necessary or desirable to determine that the proposed
         rollover shall meet the requirements of this Section 16.1. Rollovers
         made to this Plan shall only be allowed on a cash basis (wire transfer
         or checks). Any such rollover amount shall be invested as directed by
         an Eligible Employee's separate investment election consistent with
         Article 5.

16.2     TRUST-TO-TRUST TRANSFERS TO THE PLAN

         In the event of a transfer from a qualified plan, at the discretion of
         the Corporation and pursuant to procedures issued by the Plan
         Administrator, the individuals who were participants in such plan may
         be given the opportunity to elect to have their entire interests in
         such plan transferred directly on a trust-to-trust basis into

   52

         this Plan. Any such transferred amounts shall be allocated to Accounts
         of Participants as determined by the Plan Administrator.

         Notwithstanding the foregoing, in no event shall a transfer be
         permitted under this Section 16.2 to the extent that such transfer will
         subject the Plan or any portion of the Plan (including, but not limited
         to, the amount of the transfer) to the provisions of Sections
         401(a)(11) and 417 of the Code.



   53


                                   ARTICLE 17

                         In Event Plan Becomes Top-Heavy
                         -------------------------------


17.1 For purposes of this Article 17, the following terms shall have the
following meanings:

         (a)      "Determination Date" means, with respect to any Plan Year, the
                  last Valuation Date of the preceding Plan Year.

         (b)      "Key Employee" means a Participant or former Participant who
                  is a "key employee" as defined in Section 416(i) of the Code.

         (c)      "Non-Key Employee" is any Employee who is not a "Key Employee"
                  (including a Participant who is a former Key Employee).

         (d)      "Permissive Aggregation Group" means, with respect to a given
                  Plan Year, the Plan and all other plans of the Corporation and
                  Corporate Group (other than those included in the Required
                  Aggregation Group) which, when aggregated with the plans in
                  the Required Aggregation Group, continue to meet the
                  requirements of Sections 401(a)(4) and 410 of the Code.

         (e)      "Present Value of Accounts" means, as of a given Determination
                  Date, the sum of the Value of the Participant's Accounts under
                  the Plan as of such Valuation Date. The determination of the
                  Present Value of Accounts shall take into consideration
                  distributions made to or on behalf of any Participant in the
                  Plan Year ending on the Determination Date and the four
                  preceding Plan Years, but shall not take into consideration
                  the Value of the Accounts of any Participant who has not
                  performed any services for an Employer during the five-year
                  period ending on the Determination Date.

         (f)      "Required Aggregation Group" means with respect to a given
                  Plan Year, (A) the Plan, (B) each other plan of the
                  Corporation and Corporate Group in which a Key Employee is a
                  participant, and (C) each other plan of the Corporation and
                  Corporate Group which enables a plan described in (A) and (B)
                  to meet the requirements of Section 401(a)(4) or 410 of the
                  Code. The Required Aggregation Group shall include any plan
                  which would, but for the fact it terminated, be included in
                  the terms of this definition.

         (g)      "Top-Heavy" means, with respect to the Plan for a Plan Year:

                  (1)      that the Present Value of Accounts of Key Employees
                           exceeds 60% of the Present Value of Accounts of all
                           Participants; or

                  (2)      the Plan is part of a Required Aggregation Group and
                           such Required Aggregation Group is a Top-Heavy Group,

                  unless the Plan or such Top-Heavy Group is itself part of a
                  Permissive Aggregation Group which is not a Top-Heavy Group.

   54



         (h)      "Top-Heavy Group" means, with respect to a given Plan Year, a
                  group of plans of the Corporation which, in the aggregate,
                  meet the requirements of the definition contained in Section
                  416(g)(2)(B) of the Code.

17.2     Notwithstanding any other provision of the Plan to the contrary, the
         following provisions of this Section 17.2 shall automatically become
         operative and shall supersede any conflicting provisions of the Plan
         if, in any Plan Year, the Plan is Top-Heavy.

         (a)      For any Plan Year in which the Plan is Top-Heavy, the minimum
                  Basic Contribution during the Plan Year on behalf of a Non-Key
                  Employee shall be equal to the lesser of (1) 3% of such
                  Non-Key Employee's Section 416 compensation; or (2) the
                  percentage of Section 416 compensation at which Employer
                  contributions are made (or required to be made) under the Plan
                  on behalf of the Key Employee for whom such percentage is the
                  highest. For the purposes of this paragraph (a) the term
                  "Section 416 compensation" shall mean the Section 415
                  compensation described in Section 4.3 for the Plan Year under
                  consideration, subject to the applicable limitations of
                  Section 401(a)(17) of the Code, and the Employer contributions
                  referred to in clause (2) shall be deemed to include both
                  Basic Contributions and Before-Tax Contributions.

         (b)      In the event of the termination of service of a Participant
                  with all Affiliated Companies after the completion of not less
                  than three years of Service, the Value of the Participant's
                  Employer Account shall be 100% vested.

         (c)      In order to comply with the requirements of Section 416(h) of
                  the Code, in the case of a Participant who is a participant or
                  has also participated in a defined benefit plan of the
                  Corporation (or any member of the Corporate Group that is
                  required to be aggregated with the Corporation in accordance
                  with Section 415(h) of the Code) in any Plan Year commencing
                  prior to January 1, 2000, in which the Plan is Top-Heavy,
                  there shall be imposed under such defined benefit plan the
                  following limitation in addition to any limitation which may
                  be imposed as described in Section 4.3. In any such year, for
                  purposes of satisfying the aggregate limit on contributions
                  and benefits imposed by Section 415(e) of the Code, benefits
                  payable from the defined benefit plan shall, except as
                  hereinafter described, be reduced so as to comply with a limit
                  determined in accordance with Section 415(e) of the Code, but
                  with the number "1.0" substituted for the number "1.25" in the
                  "defined benefit plan fraction" (as defined in Section
                  415(e)(2) of the Code) and in the "defined contribution plan
                  fraction" (as defined in Section 415(e)(3) of the Code).
                  Notwithstanding the foregoing, if the application of the
                  additional limitation set forth in this paragraph (d) would
                  result in the reduction of accrued benefits of any Participant
                  under the defined benefit plan, such additional limitation
                  shall not become operative, so long as (1) no additional
                  Employer contributions, forfeitures or voluntary nondeductible
                  contributions are allocated to such Participant's accounts
                  under any defined contribution plan maintained by the Employer
                  including the Plan, and (2) no additional benefits accrue to
                  such Participant under any defined benefit plan maintained by

   55

                  the Corporation. Accordingly, in any Plan Year that the Plan
                  is Top-Heavy, no additional benefits shall accrue under the
                  defined benefit plan on behalf of any Participant whose
                  overall benefits under the defined benefit plan otherwise
                  would be reduced in accordance with the limitation described
                  in this paragraph (d).

         (d)      Solely for purposes of determining if the Plan, or any other
                  plan included in a Required Aggregation Group of which this
                  Plan is a part, is Top-Heavy, the accrued benefit of a
                  Participant other than a Key Employee shall be determined
                  under (1) the method, if any, that uniformly applies for the
                  accrual purposes under all plans maintained by the Corporation
                  or any other member of the Corporate Group, or (2) if there is
                  no such method, as if such benefit accrued not more rapidly
                  than the slowest accrual rate permitted under the fractional
                  accrual rate of Section 411(b)(1)(C) of the Code.

         (e)      In the event that Congress should provide by statute, or the
                  Treasury Department should provide by regulation or ruling,
                  that the limitations provided in this Article 17 are no longer
                  necessary for the Plan to meet the requirements of Section 401
                  of the Code or other applicable law then in effect, such
                  limitations shall become void and shall no longer apply,
                  without the necessity of further amendment to the Plan.


         IN WITNESS WHEREOF, ALCAN ALUMINUM CORPORATION has caused this
amendment and restatement of this Plan to be executed this ________ day of
___________________, 1997.


                                               ALCAN ALUMINUM CORPORATION


                                               By______________________________

Attest:

_______________________________

   56


                                   SCHEDULE 1

                             Table of Applicability
                             ----------------------
                          (In effect September 1, 1997)

The following table shows the Employees to whom the Alcan Aluminum Corporation
Hourly Employees' Savings Plan applies and the respective effective dates of
adoption of the Plan.

A. Collectively bargained employees at Sebree, Kentucky (October 28, 1987)

B. Collectively bargained employees at Terre Haute, Indiana (February 1, 1988)

C. [Reserved - An Appendix of the Plan prior to this restatement applied to
   collectively bargained employees at St. Louis, Missouri who were covered
   under the Plan from May 1, 1992 through March 31, 1995]

D. Collectively bargained employees at Warren, Ohio (May 1, 1992)

E. Collectively bargained employees at Fairmont, West Virginia (January 1, 1994)

F. Collectively bargained employees at Louisville, Kentucky (November 1, 1997)



   57


                                   APPENDIX A

                   INSTRUMENT OF ADOPTION -- Sebree, Kentucky

Alcan Aluminum Corporation Hourly Employees' Savings Plan
- ---------------------------------------------------------

Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation
Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain
the Plan, as restated September 1, 1997, with respect to the employee
classification and on the terms and conditions hereinafter set forth:

1.       DATE OF ADOPTION:

         Effective October 28, 1987

2.       DESIGNATED ELIGIBLE EMPLOYEE CLASS:

         Collectively bargained employees at Sebree, Kentucky

3.       BASIS OF ADOPTION:

         Basic mandatory participation pursuant to Section 2.1(b)

         -    Employer contribution for each Eligible Employee covered by this
              Appendix of $0.30 per hour worked per each payroll period on and
              after 10/28/87 and before 10/28/88, allocable to the Basic Account
              of such Eligible Employee.

         -    Employer contribution for each Eligible Employee covered by this
              Appendix, and allocable to the Basic Account of such Eligible
              Employee, of $0.65 per hour worked per each payroll period on and
              after 10/28/88, until the expiration of the current collective
              bargaining agreement, and thereafter of such greater or lesser
              amount as may be required under any future collective bargaining
              agreement.

         Voluntary participation pursuant to Section 2.1(c)

4. Participation under Section 2.1(b) shall commence on the later of October 28,
1987 or an Eligible Employee's date of employment.

                                            ALCAN ALUMINUM CORPORATION




Date   __________________________________   By _________________________________


   58


                                   APPENDIX B

             AMENDED INSTRUMENT OF ADOPTION -- Terre Haute, Indiana

Alcan Aluminum Corporation Hourly Employees' Savings Plan
- ---------------------------------------------------------

Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation
Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain
the Plan, as restated September 1, 1997, with respect to the employee
classification and on the terms and condition hereinafter set forth.

1.       DATE OF ADOPTION:

         Effective February 1, 1988

2.       DESIGNATED ELIGIBLE EMPLOYEE CLASS:

         Collectively bargained employees at Terre Haute, Indiana

3.       BASIS OF ADOPTION:

         Basic mandatory participation pursuant to Section 2.1(b).

         -    A one-time, $500 lump sum Employer contribution for each Eligible
              Employee covered by this Appendix who was active as of 12/1/89,
              allocable to the Basic Account of such Eligible Employee. (This
              amount was previously contributed to the Plan.)

         -    A one-time, $3,500 lump sum Employer contribution for each
              Eligible Employee covered by this Appendix who was active as of
              2/1/96, allocable to the Basic Account of such Eligible Employee.
              (This amount was previously contributed to the Plan.)

         Voluntary participation pursuant to Section 2.1(c).

                                                Alcan Aluminum Corporation



Date____________________________________        By  ____________________________


   59


                                   APPENDIX C
                         RESERVED -- St. Louis, Missouri



   60


                                   APPENDIX D
                     INSTRUMENT OF ADOPTION -- Warren, Ohio

Alcan Aluminum Corporation Hourly Employees' Savings Plan
- ---------------------------------------------------------

Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation
Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain
the Plan, as restated September 1, 1997, with respect to the employee
classification and on the terms and conditions hereinafter set forth:

1.       DATE OF ADOPTION:

         Effective May 1, 1992

2.       DESIGNATED ELIGIBLE EMPLOYEE CLASS:

         Collectively bargained employees at Warren, Ohio

3.       BASIS OF ADOPTION:

         Basic mandatory participation pursuant to Section 2.1(b)

         -    A one-time, $200 lump sum Employer contribution for each Eligible
              Employee covered by this Appendix who was active as of 5/1/92,
              allocable to the Basic Account of such Eligible Employee. (This
              amount was previously contributed to the Plan.)

         Voluntary participation pursuant to Section 2.1(c)

                                            ALCAN ALUMINUM CORPORATION



Date  _____________________________________ By  ________________________________


   61


                                   APPENDIX E

                INSTRUMENT OF ADOPTION -- Fairmont, West Virginia

Alcan Aluminum Corporation Hourly Employees' Savings Plan
- ---------------------------------------------------------

Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation
Hourly Employees' Savings Plan ("Plan"), hereby adopts and continues to maintain
the Plan, as restated September 1, 1997, with respect to the employee
classification and on the terms and conditions hereinafter set forth:

1.       DATE OF ADOPTION:

         Effective January 1, 1994

2.       DESIGNATED ELIGIBLE EMPLOYEE CLASS:

         Collectively bargained employees at Fairmont, West Virginia

3.       BASIS OF ADOPTION:

         Basic mandatory participation pursuant to Section 2.1(b).

         -    A one-time, $500 lump sum Employer contribution for each Eligible
              Employee covered by this Appendix who was active as of 1/1/94,
              allocable to the Basic Account of such Eligible Employee. (This
              amount was previously contributed to the Plan.)

         Voluntary participation pursuant to Section 2.1(c)

                                           ALCAN ALUMINUM CORPORATION



Date  __________________________________   By  _________________________________






   62


                                   APPENDIX F

                 INSTRUMENT OF ADOPTION -- Louisville, Kentucky

Alcan Aluminum Corporation Hourly Employees' Savings Plan
- ---------------------------------------------------------

Alcan Aluminum Corporation, as Employer under the Alcan Aluminum Corporation
Hourly Employees' Savings Plan ("Plan"), hereby adopts the Plan, as restated
September 1, 1997, with respect to the employee classification and on the terms
and conditions hereinafter set forth:

1.       DATE OF ADOPTION:

         Effective November 1, 1997

2.       DESIGNATED ELIGIBLE EMPLOYEE CLASS:

         Collectively bargained employees at Louisville, Kentucky

3.       BASIS OF ADOPTION:

         Basic mandatory participation pursuant to Section 2.1(b).

         -    A one-time, $100 lump sum Employer contribution for each Eligible
              Employee covered by this Appendix who is active as of 11/1/97,
              allocable to the Basic Account of such Eligible Employee.

         Voluntary participation pursuant to Section 2.1(c).

                                           ALCAN ALUMINUM CORPORATION



Date  __________________________________   By  _________________________________



   63



                                   APPENDIX G


   TEMPORARY PROVISIONS AND RESTRICTIONS WITH RESPECT TO CERTAIN TRANSACTIONS


Notwithstanding anything in the Plan to the contrary (including the general
effective date of this restatement), the following provisions shall apply during
the period from July 1, 1997 through approximately July 31, 1997 (hereinafter
referred to as "the Special Election Period"):

(1)      a change in Investment Fund elections pursuant to Section 5.4 of the
         Plan, and Investment Fund reallocations pursuant to Section 5.5 of the
         Plan shall be permitted for a Participant at anytime during the Special
         Election Period regardless of the timing of any changes in Investment
         Fund elections or reallocations made prior to the Special Election
         Period;

(2)      a withdrawal pursuant to Article 8 of the Plan shall be permitted by a
         Participant during the Special Election Period, regardless of the
         timing of any withdrawal of the Participant prior to the Special
         Election Period;

(3)      a change in a Participant's After-Tax Contributions pursuant to 3.1 or
         Before-Tax Contributions pursuant to Section 3.2 of the Plan shall be
         permitted anytime during the Special Election Period, regardless of the
         timing of any After-Tax Contribution or Before-Tax Contribution changes
         made prior to the Special Election Period; and

(4)      a request from a Participant for a new loan will be accepted and
         processed during the Special Election Period despite the existence of a
         current outstanding Loan to such Participant, as long as such
         Participant's existing Loan has been paid in full or is anticipated to
         be paid in full by July 31, 1997; however, repayments on any existing
         loans will be required to be made without interruption during the
         Special Election Period.

The Committee may provide additional rules with respect to the exercise of any
of the above options, make additional options available, and change the length
of the Special Election Period, in any uniform and nondiscriminatory manner that
it determines essential or appropriate to the operation of the Plan.

Notwithstanding anything in the Plan to the contrary (including the general
effective date of this restatement), the following restrictions shall apply
during the period from August 1, 1997 through approximately October 31, 1997
(hereinafter referred to as "the Freeze"):

(1)      changes in Investment Fund elections pursuant to Section 5.4 of the
         Plan, and Investment Fund reallocations pursuant to Section 5.5 of the
         Plan shall not be permitted during the Freeze;

(2)      withdrawals pursuant to Article 8 of the Plan shall not be permitted
         during the Freeze;

(3)      eligible rollover distributions pursuant to Section 8.4 of the Plan,
         and distributions pursuant to Article 9 of the Plan shall not occur
         during the Freeze, except as may be required by applicable law; and

   64


(4)      requests for loans will not be accepted or processed during the Freeze,
         although repayments on existing loans will be required to be made
         without interruption.

The Committee may make additional restrictions, and may change the length of the
Freeze, in any uniform and nondiscriminatory manner that it determines essential
or appropriate to the operation of the Plan.



   65



                                 AMENDMENT NO. 1
                                       TO
                           ALCAN ALUMINUM CORPORATION
                         HOURLY EMPLOYEES' SAVINGS PLAN


                  This Amendment No. 1 is executed as of the date set forth
below, by ALCAN ALUMINUM CORPORATION, (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Company established and maintains the Alcan
Aluminum Corporation Hourly Employees' Savings Plan, effective October 28, 1987,
(hereinafter referred to as the "Plan") for the benefit of eligible employees;

                  WHEREAS, generally effective September 1, 1997, the Company
amended and restated the Plan, in order to bring the Plan in compliance with new
laws and to make other desirable changes; and

                  WHEREAS, pursuant to Section 13.1 of the Plan, the Company
reserved the right to make further amendments thereto; and

                  WHEREAS, the Company desires to amend the Plan in order to
make further changes to the Plan in connection with the Small Business Job
Protection Act and other new laws and to make other desirable changes, effective
as set forth herein;

                  NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the
Company hereby amends the Plan, as follows, effective as set forth below:


   66


                  1. Effective September 1, 1997, Article 1 of the Plan is
hereby amended by the addition of a new Section 1.27A, as follows (and effective
January 1, 1996, a parallel change is hereby made to the prior version of this
Plan):

                  "1.27A   `Military Service' means duty in the Armed Forces of
                           the United States, whether voluntary or involuntary,
                           provided that the employee serves not more than one
                           voluntary enlistment or tour of duty, and further
                           provided that such voluntary enlistment or tour of
                           duty does not follow involuntary duty."

                  2. Effective September 1, 1997, Section 1.41 of the Plan is
hereby amended by the addition of a sentence at the end of such Section, as
follows (and effective January 1, 1996, a parallel change is hereby made to the
prior version of this Plan):

                  "Service credit with respect to Military Service will be
                  determined in accordance with Section 10.7 of the Plan."

                  3. Effective September 1, 1997, Section 8.2 of the Plan is
hereby amended by the deletion of said Section 8.2 and the substitution in lieu
thereof of the following:

                  "8.2     RULES FOR WITHDRAWALS

                           Withdrawals pursuant to this Article 8 shall be made
                           in accordance with the following rules:

                           (a)      Payment of amounts withdrawn shall be made
                                    in a single cash lump sum, payable as soon
                                    as practicable after the Valuation Date as
                                    of which the withdrawn amount is being
                                    determined. The Participant may elect to
                                    have any portion of the withdrawal
                                    distributed from the Plan as a direct
                                    rollover in accordance with the rules of
                                    Section 8.4.

                           (b)      Two withdrawal elections under this Article
                                    8 may be made in any calendar year.

                           (c)      All withdrawals from a Participant's
                                    Accounts shall be made from the Investment
                                    Funds in proportion to the Value of the
                                    Participant's After-Tax Account, Before-Tax
                                    Account, Basic Account, or Rollover Account
                                    or any other Account, whichever is
                                    applicable, in each such Investment Fund.

                           (d)      Withdrawals from a Participant's Before-Tax
                                    Account are not permitted before the
                                    Participant has attained age 59 1/2 unless
                                    he has died, became disabled, or is


   67

                                    separated from service, in accordance with
                                    the provisions of Code Section 401(k).

                           (e)      In order to make a withdrawal from his
                                    Accounts a Participant shall give such prior
                                    notice to the Plan Administrator in such
                                    manner and within such time limit as the
                                    Plan Administrator shall prescribe. In the
                                    event that a Participant has executed a
                                    withdrawal application and is entitled to a
                                    withdrawal hereunder and prior to the date
                                    on which withdrawal proceeds are disbursed
                                    to him it is determined that the amount
                                    available for withdrawal is less than the
                                    amount of such application, the application
                                    shall be deemed to be for the maximum amount
                                    available for withdrawal and such amount
                                    shall be withdrawn.

                  4. Effective as of the execution date of this Amendment No. 1,
Section 8.2 of the Plan is hereby amended by the deletion of said Section 8.2
and the substitution in lieu thereof of the following:

                  "8.3     [RESERVED]"

                  5. Effective January 1, 1998, Section 10.1 of the Plan is
hereby amended by the deletion of said Section 10.1 and the substitution in lieu
thereof of the following:

                  "10.1.   NO ASSIGNMENT OR ALIENATION

                  Except as may be otherwise provided herein or by law, no
                  benefit payable under the Plan shall be subject in any manner
                  to anticipation, alienation, sale, transfer, assignment,
                  pledge, encumbrance, or change, and any action by way of
                  anticipating, alienating, selling, transferring, assigning,
                  pledging, encumbering, or charging the same shall be void and
                  of no effect; nor shall any such benefit be in any manner
                  liable for or subject to the debts, contracts, liabilities,
                  engagements, or torts of the person entitled to such benefit.

                  Notwithstanding the foregoing, the following shall not be
                  treated as an assignment or alienation prohibited by this
                  Section 10.1:

                           (a)      the creation, assignment or recognition of a
                                    right to any benefit payable with respect to
                                    a Participant pursuant to a Qualified
                                    Domestic Relations Order;

                           (b)      the offset of a Participant's benefit
                                    against an amount that the participant is
                                    ordered or required to pay to the Plan
                                    where:

                                    (1)     the order or requirement to pay
                                            arises under a judgment for a crime
                                            involving the Plan, a civil
                                            judgment, consent order or decree
                                            for violation or alleged violation
                                            of fiduciary duties as stated in
                                            part 4 of subtitle B of

   68

                                            title I of ERISA, or pursuant to a
                                            settlement agreement between the
                                            Secretary of Labor or the Pension
                                            Benefit Guaranty Corporation and the
                                            Participant for violation or alleged
                                            violation of fiduciary duties as
                                            stated in part 4 of subtitle B of
                                            title I of ERISA by a fiduciary or
                                            any other person; and

                                    (2)     the judgment, order, decree, or
                                            settlement agreement expressly
                                            provides for the offset of all or
                                            part of the amount ordered or
                                            required to be paid to the Plan
                                            against the participant's benefits
                                            provided under the Plan; and

                                    (3)     to the extent, if any, that the
                                            survivor annuity requirements apply
                                            to distributions to the Participant
                                            under Code Section 401(a)(11), the
                                            rights of the Participant's spouse
                                            are preserved in accordance with
                                            Code Section 401(a)(13)(C)(iii); or

                           (c)      any other arrangement, transfer or
                                    transaction which is not treated as a
                                    prohibited assignment or alienation under
                                    Code Section 401(a)(13) and the regulations
                                    thereunder or other applicable law.

                  If any Participant or other payee under the Plan shall become
                  bankrupt or attempt to anticipate, alienate, sell, transfer,
                  assign, pledge, encumber, or charge any benefit, except as
                  provided herein, then such benefit shall, at the discretion of
                  the Plan Administrator, be applied as follows: the Plan
                  Administrator shall hold or apply the benefit or any part
                  thereof to, or for, such Participant or payee, his spouse,
                  children, or other dependents, or any of them, in such manner
                  and in such proportions as the Plan Administrator shall at its
                  sole discretion determine."

                  6. Effective September 1, 1997, Article 10 of the Plan is
hereby amended by the addition of a new Section 10.7, as follows (and effective
January 1, 1996, a parallel change is hereby made to the prior version of this
Plan):

                  "10.7    MILITARY SERVICE

                  Notwithstanding any provision of this Plan to the contrary,
                  benefits and service credit with respect to Military Service
                  will be provided in accordance with Section 414(u) of the
                  Code."

                  7. Effective January 1, 1998, Section 15.6 of the Plan is
hereby amended by the addition of a new paragraph (d), as follows:

                  "(d)     Notwithstanding any provision of this Plan to the
                           contrary, loan repayments by a Participant who is in
                           Military Service

   69

                           will be suspended under this Plan as permitted under
                           Section 414(u)(4) of the Code."

                  8. Effective January 1, 1998, Section 16.1 of the Plan is
hereby amended by the deletion of said Section 16.1 and the substitution lieu
thereof of the following:

                  "16.1    ROLLOVERS TO THE PLAN

                  A Participant who is an Eligible Employee who has had
                  distributed to him his interest in another plan which meets
                  the requirements of Section 401(a) of the Code, hereinafter
                  referred to as the `Other Plan,' may, in accordance with
                  procedures approved by the Plan Administrator, roll over all
                  or a portion of such distribution to the Trustee provided the
                  following conditions are met:

                  (a)      The rollover (i) occurs on or before the 60th day
                           following his receipt of the distribution from the
                           Other Plan; (ii) the rollover is a `direct rollover'
                           (within the meaning of Treasury Regulation Section
                           1.401(a)(31)-1T, Q&A-3) from the Other Plan; or (iii)
                           if such distribution had previously been deposited in
                           a conduit individual retirement account (as defined
                           in Section 408 of the Code), the rollover occurs on
                           or before the 60th day following his receipt of such
                           distribution plus earnings thereon from the
                           individual retirement account; and

                  (b)      The distribution or direct rollover from the Other
                           Plan is an eligible rollover distribution within the
                           meaning of Section 402(c) of the Code, or the amount
                           distributed from the individual retirement account
                           qualifies as a rollover contribution under Section
                           408(d)(3) of the Code; and

                  (c)      The amount rolled over does not include any amounts
                           not includible in gross income in accordance with
                           Section 402(c)(2) of the Code.

                  The Plan Administrator shall develop such procedures, and may
                  require such information from a Participant desiring to make
                  such a rollover, as it deems necessary or desirable to
                  determine that the proposed rollover shall meet the
                  requirements of this Section 16.1. Rollovers made to this Plan
                  shall only be allowed on a cash basis (wire transfer or
                  checks). Any such rollover amount shall be invested as
                  directed by such Eligible Employee's separate investment
                  election consistent with Article 5."

   70


                  IN WITNESS WHEREOF, the Company has caused this Amendment No.
1 to be executed by its officer thereto duly authorized this ____ day of
______________, 1998.

                                               ALCAN ALUMINUM CORPORATION
                                                           ("Company")

                                               By_______________________________


                                               And______________________________

EX-5.1

   1
                                                                     EXHIBIT 5.1



Alcan Aluminium Limited
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2

Ladies and Gentlemen:

                  I am familiar with the proceedings taken by Alcan Aluminium
Limited, a Canadian corporation (the "Company"), with respect to 30,361 shares
of Common Stock, without nominal or par values (the "Shares"), of the Company to
be offered and sold from time to time pursuant to the Alcan Hourly Employees'
Savings Plan (the "Plan"). As counsel for the Company, I have assisted in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares under the Securities Act of
1933, as amended.

                  In this connection, I have examined the Certificate of
Amalgamation of the Company, as amended, and the Amended and Restated By-laws of
the Company, records of proceedings of the Board of Directors of the Company,
and such other records and documents as I have deemed necessary or advisable to
render the opinion contained herein. Based upon my examination and inquiries, I
am of the opinion that the Shares are duly authorized and, when issued pursuant
to the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable.

                  This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly or relied
upon by any other person for any purpose without the express written consent of
the undersigned.

                  I am a member of the Bar of the Province of Quebec and this
opinion is limited to the federal laws of Canada and the laws of the Province of
Quebec and I express no view as to the effect of any other law on the opinion
set forth herein.

                  I hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

                                             Respectfully submitted,

                                             /s/ Serge Fecteau
                                             -----------------
                                             Serge Fecteau
                                             Legal Counsel

EX-23.1

   1



                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Alcan Aluminium Limited of our report dated 11 February
1999 appearing on page 40 of the 1998 Annual Report to Shareholders, which is
incorporated by reference in Alcan Aluminium Limited's Annual Report on Form
10-K for the year ended December 31, 1998.





/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP


Montreal, Canada
October 15, 1999



              COMMENTS BY AUDITORS FOR U. S. READERS ON CANADA AND
                       UNITED STATES REPORTING DIFFERENCES


In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a change in accounting principles that has a material effect on the
comparability of the company's financial statements, such as the changes
described in Note 3 to the Consolidated Financial Statements. Our report to the
shareholders dated 11 February 1999 is expressed in accordance with Canadian
reporting standards which do not require a reference to such a change in
accounting principles in the auditor's report when the change is properly
accounted for and adequately disclosed in the financial statements.





/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


Montreal, Canada
October 15, 1999

EX-24.1

   1

                                                                    Exhibit 24.1


                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                         /s/ Jacques Bougie
                                         ------------------
                                         Jacques Bougie
                                         President and Chief Executive Officer


   2





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23d day of
September 1999.

                                                          /s/ Warren Chippendale
                                                          ----------------------
                                                          Warren Chippindale
                                                          Director


   3





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ John R. Evans
                                                          -----------------
                                                          John R. Evans
                                                          Chairman


   4





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ Peter H. Pearse
                                                          -------------------
                                                          Peter H. Pearse
                                                          Director


   5





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ George Russell
                                                          ------------------
                                                          George Russell
                                                          Director


   6





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ Guy Saint-Pierre
                                                          --------------------
                                                          Guy Saint-Pierre
                                                          Director


   7





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ J. E. Newall
                                                          ----------------
                                                          J.E. Newall
                                                          Director


   8





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ Travis Engen
                                                          ----------------
                                                          Travis Engen
                                                          Director


   9





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                          /s/ Allan E. Gotlieb
                                                          --------------------
                                                          Allan E. Gotlieb
                                                          Director


   10





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is an Officer and/or a Director of the Company
as indicated below under his or her name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in each of his or her offices
and capacities as an Officer and/or a Director of the Company, to execute and
file such registration statement, including the related prospectus, and
thereafter to execute and file any amended registration statement or statements
(including post-effective amendments) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if
- -personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September 1999.

                                                        /s/ Suresh Thadhani
                                                        -------------------
                                                        Suresh Thadhani
                                                        Chief Financial Officer


   11





                                POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


         WHEREAS, ALCAN ALUMINUM LIMITED, a Canadian corporation (the
"Company"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, (the
"Act"), a registration statement on Form S-8 relating to the offering in the
United States of Common Shares of the Company pursuant to the provisions of the
Alcancorp Hourly Employees' Savings Plan; and

         WHEREAS, the undersigned is Corporate Controller of the Company as
indicated below under his name;

         NOW, THEREFORE, the undersigned constitutes and appoints Serge Fecteau,
Roy Millington and Sanford Yosowitz, and each of them, as attorneys for him and
in his name, place and stead, and in each of his offices and capacities as
Corporate Controller of the Company, to execute and file such registration
statement, including the related prospectus, and thereafter to execute and file
any amended registration statement or statements (including post-effective
amendments) and amended prospectus or prospectuses or amendments or supplements
to any of the foregoing, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
October 1999.

                                                          /s/ Richard Genest
                                                          ------------------
                                                          Richard Genest
                                                          Corporate Controller



   12


ALCAN ALUMINIUM LIMITED

                                                                    LOGO
                                                                    ALCAN

                               CERTIFIED EXTRACT

I, Serge Fecteau, Assistant Secretary of Alcan Aluminium Limited, a Corporation
organized and existing under the laws of Canada and having its registered office
at 1188 Sherbrooke Street West, Montreal, Quebec, Canada, do hereby certify that
the following is a true and correct extract from the Minutes of a Meeting of the
Board of Directors held on 23 September 1999.

RESOLUTION OF ALCAN ALUMINIUM RE ALCANCORP HOURLY EMPLOYEES' SAVINGS PLAN

(1)   THAT the Registration Statement on Form S-8, under the United States
      Securities Act of 1933, as amended, relating to the offering in the United
      States of common shares of the Company pursuant to the provisions of the
      Alcancorp Hourly Employees' Savings Plan, which Registration Statement
      includes the Alcancorp Hourly Employees' Savings Plan as amended and
      restated as of September 1, 1997, be and the same hereby is approved,
      ratified, and confirmed in the form submitted to the meeting;

(2)   The filing of the said Registration Statement with the Securities and
      Exchange Commission of the United States, after the execution thereof by
      the Company, a majority of the directors of the Company, the Principal
      Executive Officer, the Principal Financial Officer and the Chief
      Accountant of the Company, and the authorized representative in the United
      States, be and such act hereby is approved, ratified, and confirmed;

(3)   The proper officers of the Company be and they hereby are authorized and
      directed to execute and file all such instruments and documents, make all
      such payments and do all such other acts and things, including the
      execution and filing of an amendment or amendments (including
      post-effective amendments) to the said Registration Statement, and they
      may deem necessary or desirable;

(4)   The designation and appointment of William H. Jairrels and Sanford
      Yosowitz, severally as the authorized representatives of the Company in
      the United States is hereby approved;

(5)   Without limiting the authority of any officer of the Company to act in the
      premises, Serge Fecteau and Roy Millington be and each of them hereby is
      appointed agent and attorney-in-fact of the Company with full power to
      sign on behalf of the Company, in its name, any and all amendments
      (including post-effective amendments) to the said Registration Statement
      and to execute and file all such instruments and documents, make all such
      payments, and do all such other acts and things as he may deem necessary
      or desirable, it being the intention of this resolution that this power
      may be exercised by any and each of said individuals acting separately and
      without the necessity of any action by any other of the said individuals
      in any case where one shall so act.

IN WITNESS WHEREOF I hereunto set my hand on this 13th day of October 1999.


                                                  /s/ Serge Fecteau
                                                  -----------------
                                                  Serge Fecteau