Travis Engen
 
                              EMPLOYMENT AGREEMENT
      AGREEMENT, dated this 23rd day of February 2001 (this
"Agreement"), among Alcan Aluminium Limited, a Canadian corporation (the
"Employer"), with offices at 1188 Sherbrooke Street West, Montreal, Quebec,
Canada, and Travis Engen (the "Employee").
     1.   EMPLOYMENT, DUTIES AND AGREEMENTS.
     (a)  The Employer hereby agrees to employ the Employee as the President and
          Chief Executive Officer of the Employer and to nominate the Employee
          for re-election as a member of the Board of Directors of the Employer
          (the "Board") and the Employee hereby accepts such positions and
          agrees to serve the Employer in such capacities during the employment
          period fixed by Section 4 hereof (the "Employment Period"). The
          Employee shall report solely and directly to the Board. The Employee's
          duties and responsibilities shall be such duties and responsibilities
          that are consistent with the positions of President, Chief Executive
          Officer and Director.
     (b)  During the Employment Period and as long as the Employer shall not be
          in default of a material obligation hereunder, excluding any periods
          of vacation and sick leave to which the Employee is entitled, the
          Employee shall devote substantially all of his business time and
          attention to the performance of his duties and responsibilities
          hereunder. Notwithstanding any provision to the contrary, nothing
          herein shall prohibit the Employee from (i) acting or serving as a
          director, trustee, committee member or principal of any type of
          business or civic or charitable organization except where such service
          is inconsistent with the non-competition provision referred to in
          Section 9(a) hereof or otherwise inconsistent with the effective
          completion of his responsibilities hereunder and provided that the
          Employee has received the prior approval in writing of the Personnel
          Committee (or equivalent committee) of the Board
<PAGE>   2
which shall not be unreasonably withheld, and (ii) managing his
personal, financial and legal affairs.
2.   COMPENSATION.
                 
     (a)  As compensation for the agreements made by the Employee herein and the
          performance by the Employee of his obligations hereunder, during the
          Employment Period, the Employer shall pay the Employee, not less than
          once a month pursuant to the Employer's normal and customary payroll
          procedures, a base salary at the rate of not less than $1,200,000 per
          annum (the "Base Salary").
     (b)  In addition to the Base Salary, for each of calendar years 2001
          through 2005, the Employee shall be entitled to a bonus (the "Annual
          Bonus") based on an established target bonus level and the achievement
          of performance objectives. The Annual Bonus shall be determined on a
          calendar year basis and the Employee shall be entitled to a full
          year's Annual Bonus with respect to calendar year 2001 (i.e., without
          proration relating to the commencement of the Employment Period after
          January 1, 2001). The target bonus (the "Target Bonus") level for each
          such year and the performance objectives shall be determined in a
          manner and a level consistent with the Employer's past practice. The
          minimum amount of the Annual Bonus for calendar year 2001 shall be not
          less than 100% of the Employee's Base Salary, regardless of the
          achievement of the performance objectives for such calendar year.
     (c)  On the date of this Agreement, the Employer shall grant the Employee
          an option (the "Option") to purchase shares of the Employer's common
          stock and such Option shall become exercisable at a price and
          according to the conditions as set forth in the Option Agreement
          attached as Schedule I hereto. Notwithstanding Schedule I, such
          options will become fully vested and exercisable upon the termination
          of the Employee's employment by the Employer without Cause, by the
          Employee for Good Reason or upon a Change of Control (as defined
          below), provided that to the extent the minimum waiting periods
          stipulated by law or listing regulations have not expired as of the
          date of termination of employment or Change of Control, such options
          shall become fully vested and exercisable on the expiration of such
          minimum waiting periods. Notwithstanding any provision in this
          Agreement or any other agreement or document to the contrary, and upon
          becoming exercisable, the Option and any
                                       2
<PAGE>   3
other stock options granted to the Employee under any plan, practice, policy or
program of the Employer, shall remain outstanding and exercisable for the full
ten (10) year period from the date such stock option was issued regardless of
any termination of Employee's employment.
     (d)  During the Employment Period, the Employee shall be entitled to
          participate in all long-term incentive compensation practices,
          policies and programs of the Employer and its affiliated companies
          which are made available generally to other executive officers of the
          Employer and its affiliated companies. The term "affiliated companies"
          means all companies controlled by the Employer.
     (e)  The amounts of the Base Salary, Target Bonus and long term incentive
          opportunities shall be reviewed from time to time in a manner
          consistent with the Employer's past practice based on competitive
          market pay levels.
3.   BENEFITS, PERQUISITES AND EXPENSES
     (a)  During the Employment Period: (i) the Employee shall be entitled to
          participate in all savings and retirement plans, practices, policies
          and programs of the Employer and its affiliated companies which are
          made available to any other executive officers of the Employer and its
          affiliated companies; and (ii) the Employee and/or the Employee's
          family, as the case may be, shall be eligible for participation in,
          and shall receive all benefits under, all welfare benefit plans,
          practices, policies and programs provided by the Employer and its
          affiliated companies (including, without limitation, medical,
          prescription, dental, disability, life insurance, group life
          insurance, short- and long-term disability, accidental death and
          travel accident insurance plans and programs) which are made available
          to any other executive officers of the Employer and its affiliated
          companies.
     (b)  During the Employment Period, the Employee shall be entitled to paid
          vacation in accordance with the Employer's practice and policies. The
          ability to carry forward vacation time shall be subject to the
          Employer's vacation policy applicable to executive officers of the
          Employer as in effect from time to time.
                                       3
<PAGE>   4
     (c)  The Employer shall pay or promptly reimburse the Employee for any
          fees, dues and expenses with respect to any club, society, or
          organization in which the Employee is a member provided that such
          memberships are reasonably necessary to assist the Employee in
          performing his duties and responsibilities hereunder. The Employer
          shall provide the Employee with a supplemental cash payment to
          gross-up the Employee for any tax liability incurred with respect to
          any such payment or reimbursement, including any such liability
          incurred with respect to the payment provided for by this sentence.
     (d)  The Employer shall pay or promptly reimburse the Employee for the
          costs of obtaining financial and tax planning advice and preparation
          of tax returns by a leading international accounting firm chosen by
          the Employee for each relevant jurisdiction in connection with the
          employment of the Employee hereunder during the Employment Period and
          for the year in which the Employment Period terminates. The Employer
          shall provide the Employee with a supplemental cash payment to
          gross-up the Employee for any tax liability incurred with respect to
          any such payment or reimbursement, including any such liability
          incurred with respect to the payment provided for by this sentence.
     (e)  The Employer shall pay or promptly reimburse the Employee for all
          expenses incurred by the Employee or the Employee's spouse in
          connection with the performance of the Employee's duties hereunder,
          including without limitation any travel (including without limitation
          the use of a car service to travel from home to the office),
          accommodation or meals and entertainment costs. The Employer shall
          provide the Employee with a supplemental cash payment to gross-up the
          Employee for any tax liability incurred with respect to any such
          payment or reimbursement, including any such liability incurred with
          respect to the payment provided for by this sentence.
     (f)  During the Employment Period, the Employee shall be entitled to the
          use of a limousine service for business related transport in
          accordance with the Employer's policies.
     (g)  In order to compensate the Employee for any additional income tax
          liability that he may be subject to in Canada or any other non-U.S.
          jurisdiction as a result of his employment hereunder, the Employer
          shall provide the Employee with quarterly tax-equalization payments,
          such that the Employee's net income after taxes from all compensation
          received by
                                       4
<PAGE>   5
          Employee from the Employer is equal to what his net income after taxes
          would have been if such amounts were earned in New Canaan,
          Connecticut. The quarterly payments will be based on estimates
          calculated by a leading international accounting firm chosen by the
          Employee, on behalf of the Employee and Employer. Upon the filing of
          the Employee's final tax returns each year, the accounting firm shall
          calculate the total tax-equalization amount and determine whether
          there is a shortfall or excess between such amount and the quarterly
          payments paid to the Employee in respect of such tax year. If there is
          a shortfall, the Employer shall pay the Employee the difference, and,
          if there is an excess, the Employee shall pay the Employer such
          difference. In the event any governmental taxing authority audits or
          otherwise challenges the Employee's tax liability determined by the
          international accounting firm, the Employer shall advance all costs of
          defending the calculation and shall indemnify the Employee and hold
          the Employee harmless from any and all costs and liabilities related
          to such governmental taxing authority's audit or other action.
     (h)  As regards the pension benefits to which the Employee would normally
          be entitled as a employee of the Employer, the Employer shall adjust
          its retirement programs as regards the rights and interests of the
          Employee so as to meet the requirements of SCHEDULE II attached
          hereto.
4.   EMPLOYMENT PERIOD.
                      
     The Employment Period shall commence on March 12, 2001 (the "EFFECTIVE
DATE") and shall end on the day preceding the fifth anniversary of the Effective
Date (the "SCHEDULED TERMINATION DATE"); provided, however, that on the fifth
anniversary of the Effective Date, and on every anniversary of the Effective
Date thereafter, the Employment Period shall be extended for a period of one
year (and the Scheduled Termination Date shall also be extended until the day
preceding such anniversary date) unless either party gives notice to the other
at least ninety (90) days before such anniversary date that such party is
electing not to extend the Employment Period. Notwithstanding the foregoing, the
Employee's employment hereunder may be terminated during the Employment Period
upon the earliest to occur of the following events (at which time the Employment
Period shall be terminated):
                                       5
<PAGE>   6
     (a)  DEATH.  The Employee's employment hereunder shall terminate upon his
          death.
     (b)  DISABILITY.  The Employer shall be entitled to terminate the
          Employee's employment hereunder for "DISABILITY" being the disability
          of the Employee as defined according to the Employer's applicable
          Long-Term Disability program and insurance policies.
     (c)  CAUSE.  The Employer may terminate the Employee's employment hereunder
          for Cause. For purposes of this Agreement, the term "CAUSE" shall
          mean: (i) the willful failure of the Employee substantially to perform
          the Employee's duties under this Agreement (other than as a result of
          physical or mental illness or injury) that has a material adverse
          effect on the Employer, after the Board delivers to the Employee a
          written demand for substantial performance that specifically
          identifies the manner in which the Board believes that the Employee
          has not substantially performed the Employee's duties; and (ii) the
          willful engaging by the Employee, in the Employee's capacity as an
          employee of the Employer, in illegal conduct or gross misconduct which
          is materially and demonstrably injurious to the Employer. Any act or
          failure to act that is based upon authority given pursuant to a
          resolution duly adopted by the Board, or the advice of counsel for the
          Employer, shall not constitute Cause. For purposes of this SECTION
          4(c), any act or failure to act by the Employee shall not be
          considered "willful" unless done by the Employee not in good faith and
          without reasonable belief that the Employee's action or omission was
          in the best interests of the Employer. Cause shall not exist unless
          and until the Employer has delivered to the Employee, within ninety
          (90) days after the Employer becomes aware of the proposed basis
          giving rise to Cause, a copy of a resolution duly adopted by a
          majority of the Board at a meeting of the Board called and held for
          such purpose (after reasonable but in no event less than thirty (30)
          days' notice to the Employee and an opportunity for the Employee,
          together with his counsel, to be heard before the Board), finding
          that, in the good faith opinion of the Board, the Employee was guilty
          of the conduct set forth above and specifying the particulars thereof
          in detail. The Employee shall have the right to cure the same, to the
          extent reasonably susceptible to cure, within thirty (30) days of the
          date of such written notice. This SECTION 4(c) shall not prevent the
          Employee from challenging in any court of competent jurisdiction the
          Board's determination that Cause exists or that the Employee has
                                       6
<PAGE>   7
          failed to cure any act (or failure to act) that purportedly formed the
          basis for the Board's determination.
     (d)  Good Reason. The Employee may terminate his employment hereunder for
          "GOOD REASON," for any of the following reasons enumerated in this
          SECTION 4(d) (and such termination shall be treated as if it were a
          termination by the Employer without Cause, and not a voluntary
          termination by the Employee): (i) the assignment to the Employee of
          any duties inconsistent with SECTION 1(a) of this Agreement, or any
          other action by the Employer that results in a diminution in the
          Employee's position, authority, status, duties or responsibilities as
          they currently exist, or any failure to reelect the Employee to any
          positions or offices the Employee held as contemplated hereunder; (ii)
          any reduction by the Employer of the Employee's Base Salary or Target
          Bonus or in any material term or condition of his compensation or
          benefits as they currently exist, or failure to comply with, or breach
          of, any of the provisions of this Agreement or any other agreement
          related to the Employee's employment or other relationship with the
          Employer, other than an isolated, insubstantial and inadvertent
          failure not occurring in bad faith and which is remedied by the
          Employer promptly after receipt of notice thereof given by the
          Employee; (iii) a Change of Control (as defined in SCHEDULE III
          attached hereto); (iv) if the Employee, having accepted to be
          nominated, is not re-elected at each annual general meeting of the
          shareholders of the Employer following the date hereof at which such
          an election is required under the Articles of Incorporation or Bylaws
          of the Employer, as the case may be; (v) if the Employee is removed as
          a member of the Board at any time during the Employment Period; or
          (vi) any purported termination of the Employee's employment by the
          Employer for a reason or in a manner not expressly permitted by this
          Agreement. Termination by the Employee pursuant to this SECTION 4(d)
          shall not be effective until the Employee delivers to the Board a
          notice specifically identifying the conduct of the Employer which the
          Employee believes constitutes a reason enumerated in this SECTION 4(d)
          and, to the extent reasonably susceptible to cure, the Employee
          provides the Board thirty (30) days to remedy such conduct. This
          SECTION 4 (d) shall not prevent the Employer from challenging in any
          court of competent jurisdiction the Employee's determination that
          "Good Reason" exists or that the Employer has failed to cure any act
          (or failed to act) that purportedly formed the basis for Employee's
          determination.
                                       7
<PAGE>   8
     (e)  WITHOUT CAUSE.  The Employer may terminate the Employee's employment
          hereunder without Cause, provided that the Employer provides the
          Employee with notice of its intent to terminate the Employee's
          employment without Cause at least thirty (30) days in advance of the
          Date of Termination (as defined below).
     (f)  WITHOUT GOOD REASON.  The Employee may terminate his employment
          hereunder without Good Reason, provided that the Employee provides the
          Employer with notice of his intent to terminate his employment without
          Good Reason at least thirty (30) days in advance of the Date of
          Termination (as defined below).
     (g)  PUBLIC ANNOUNCEMENT OF TERMINATION.  The Employee and the Employer
          shall exercise reasonable efforts to mutually agree on the time,
          method and content of any public announcement regarding the Employee's
          termination of employment hereunder. Neither the Employee nor the
          Employer shall make any public statements which are inconsistent with
          the information which has been so agreed upon by the Employer and the
          Employee and the parties hereto shall cooperate with each other in
          refuting any public statements made by other persons, which are
          inconsistent with the information mutually agreed upon between the
          Employee and Employer as described above.
5.   TERMINATION PROCEDURE.
     (a)  NOTICE OF TERMINATION.  Any termination of the Employee's employment 
          by the Employer or by the Employee during the Employment Period (other
          than termination pursuant to SECTION 4(a)) shall be communicated by
          written "NOTICE OF TERMINATION" to the other party hereto in
          accordance with SECTION 15(a) hereof. For purposes of this Agreement,
          a Notice of Termination shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and shall
          set forth in reasonable detail the facts and circumstances claimed to
          provide a basis for termination of the Employee's employment under the
          provision so indicated and shall attach any prior notices required
          under SECTION 4.
     (b)  DATE OF TERMINATION.  "DATE OF TERMINATION" shall mean (i) if the
          Employee's employment is terminated by his death, the date of his
          death, (ii) if the Employee's employment is terminated pursuant to
          SECTION 4(b), thirty (30) days after Notice of Termination (provided
                                      
                                       8
<PAGE>   9
          that the Employee shall not have returned to the substantial
          performance of his duties during such thirty (30) day period), (iii)
          if the Employee's employment is terminated pursuant to SECTIONS 4(E)
          or 4(F), a date specified in the Notice of Termination which is at
          least thirty (30) days from the date of such notice as specified in
          such SECTIONS 4(E) or 4(F); and (iv) if the Employee's employment is
          terminated for any other reason, the date on which a Notice of
          Termination is given or any later date (within thirty (30) days (or
          any alternative time period agreed upon by the parties) after the
          giving of such notice) set forth in such Notice of Termination.
6.   TERMINATION PAYMENTS.
     (a)  WITHOUT CAUSE OR FOR GOOD REASON.  In the event of the termination of
          the Employee's employment during the Employment Period by the Employer
          without Cause or by the Employee for Good Reason, the Employee shall
          be entitled to:
          (i)   a payment of (A) the Employee's Base Salary through the Date of
                Termination (to the extent not theretofore paid), (B) any earned
                but unpaid Annual Bonus in respect of the year ending prior to
                or coincident with the Date of Termination, (C) any accrued
                vacation pay, and (D) any unreimbursed expenses under SECTION
                3(c), (d), (e) and (g) (together, the payments under SECTION
                6(a)(i)(A), (B), (C), and (D), the "ACCRUED OBLIGATIONS");
          (ii)  a lump-sum payment equal to the product of (A) the greater of
                (x) the quotient of the number of full and partial months from
                the Date of Termination to the Scheduled Termination Date,
                divided by twelve (12), and (y) three (3), and (B) the
                Employee's highest annualized Base Salary in effect during the
                Employment Period and Target Bonus (assuming a Target Bonus
                equal to one hundred percent (100%) of the Employee's highest
                annualized Base Salary and all performance objectives have been
                met);
          (iii) immediate acceleration of vesting and exercisability of all
                stock grants, stock options and any other incentive
                compensation;
                                       9
<PAGE>   10
          (iv) an additional service credit (for all purposes, including without
               limitation vesting and benefit accrual) under the Employer's
               Supplemental Executive Retirement Plan (SERP) in accordance with
               SCHEDULE II, to bring the total years of service to five (5)
               years under SCHEDULE II; and
          (v)  continuation of all benefits provided in SECTION 3 hereunder from
               the Date of Termination to the later of (A) the Scheduled
               Termination Date, or (B) the third anniversary of the Date of
               Termination.
     (b)  CAUSE OR WITHOUT GOOD REASON.  If the Employee's employment is
          terminated during the Employment Period by the Employer for Cause or
          by the Employee without Good Reason, the Employer shall pay to the
          Employee: (i) the Accrued Obligations, and (ii) a pro-rata portion of
          the Target Bonus (assuming a Target Bonus equal to one hundred percent
          (100%) of the Employee's annualized Base Salary then in effect and all
          performance objectives have been met).
     (c)  DEATH OR DISABILITY.  If the Employee's employment is terminated
          during the Employment Period as a result of the Employee's Death or
          the Employee's Disability, the Employee or the Employee's estate or
          legal representative, as the case may be, shall be entitled to receive
          the proceeds of the insurance policies and similar employee benefit
          plans and policies referred to under SECTION 3 above and, except as
          set forth in SCHEDULE IV attached hereto, no further compensation from
          the Employer.
     (d)  TIME OF PAYMENTS.  Unless otherwise specified in this Section 6 or in
          the policies and plans referred to in SECTION 6(c), all payments due
          under this SECTION 6 shall be paid no later than ten (10) days after
          the Date of Termination.
     (e)  SCHEDULED TERMINATION DATE.  Notwithstanding anything else contained
          herein and for the purposes of clarity, the Employee shall not be
          entitled to receive any termination payments or other payments similar
          to those referred to under this SECTION 6 (other than Accrued
          Obligations) in the event that this Agreement terminates on the
          Scheduled Termination Date.
                                       10
<PAGE>   11
7.   NON-EXCLUSIVITY OF RIGHTS.
     Any vested benefits and other amounts that the Employee is otherwise
     entitled to receive under any employee benefit plan, policy, practice or
     program of the Employer or any of its affiliated companies shall be payable
     in accordance with such employee benefit plan, policy, practice or program
     as the case may be, except as explicitly modified by this Agreement.
8.   FULL SETTLEMENT; NO DUTY TO MITIGATE.
     (a)  The Employer's obligation to make the payments provided for in, and
          otherwise to perform its obligations under, this Agreement shall not
          be affected by any set off, counterclaim, recoupment, defense or other
          claim, right or action that the Employer may have against the Employee
          or others.
     (b)  In no event shall the Employee be obligated to seek other employment
          or take any other action by way of mitigation of the amounts payable
          to the Employee under any of the provisions of this Agreement, and
          such amounts shall not be reduced, regardless of whether the Employee
          obtains other employment.
9.   CONFIDENTIALITY OF INFORMATION; DUTY OF NON-DISCLOSURE; NON-COMPETITION.
     (a)  CONFIDENTIALITY AND NON-COMPETITION.  The Employee acknowledges and
          agrees that his employment as President and Chief Executive Officer of
          the Employer under this Agreement is conditional upon his agreeing to
          be bound by the Confidentiality Undertaking attached hereto as
          SCHEDULE V and the Non-Competition Undertaking attached hereto as
          SCHEDULE VI.
     (b)  REMEDIES.  The parties hereto hereby declare that the payment of money
          as damages or indemnification by the Employee to the Employer will
          alone be inadequate compensation for the loss and damages that will
          accrue to the Employer by reason of a failure by the Employee to
          perform any of his obligations under this SECTION 9. Accordingly, if
          the Employer institutes any action or proceeding to enforce the
          provisions hereof, to the extent permitted by applicable law, the
          Employee hereby waives the claim or defense that the Employer
                                       11
<PAGE>   12
          has an adequate remedy at law, and the Employee shall not urge in any
          such action or proceeding the defense that any such remedy exists at
          law.
     (c)  SURVIVAL OF COVENANTS.  This SECTION 9 and the undertakings referred
          to herein shall survive the termination of the Employment Period.
10.  NON-SOLICITATION.
     During the Employment Period and for a period of two (2) years following
     the Date of Termination, the Employee shall not directly or indirectly
     induce any employee of the Employer or any of its subsidiaries to terminate
     employment with such entity, and shall not employ or offer employment to
     any person who is or was employed by the Employer or a subsidiary thereof
     unless such person shall have ceased to be employed by such entity for a
     period of at least three (3) months.
11.  INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.
     (a)  GENERAL.  The Employer undertakes to indemnify the Employee in
          accordance with SCHEDULE VII.
     (b)  DIRECTORS' AND OFFICERS' INSURANCE.  The Employer shall maintain
          appropriate and customary directors' and officers' liability insurance
          for the benefit of the Employee, and the Employee shall be entitled to
          the protection of any other insurance policies the Employer or any of
          its affiliates from time to time maintains for the benefit of its
          senior executive officers and directors (or substantially similar
          policies) respecting liabilities, costs, charges, and expenses of any
          type whatsoever incurred or sustained by the Employee (or the
          employee's legal representatives or other successors) in connection
          with any action, suit or proceeding to which the Employee (or the
          Employee's legal representatives or other successors) may be made a
          party or may be threatened to be made a party by reason of the
          Employee's being or having been a director, officer, employee or agent
          of the Employer or serving or having served at the request of the
          Employer as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise.
                                       12
<PAGE>   13
     (c)  SURVIVAL OF OBLIGATION.  This SECTION 11 and the undertakings referred
          to herein shall survive the termination of the Employment Period.
12.  CHANGE OF CONTROL PROVISIONS.
     (a)  The Employer shall enter into with the Employee a Change of Control
          Agreement in the form attached hereto as SCHEDULE III. Notwithstanding
          anything to the contrary in SCHEDULE III or in any other agreement or
          arrangement, nothing in SCHEDULE III shall diminish, reduce or
          otherwise adversely affect the payments, rights and benefits provided
          to Employee in this Agreement, including without limitation the
          payments, rights and benefits that the Employee becomes entitled to as
          a result of a Change of Control. Accordingly, in the event any
          provision in SCHEDULE III (or any successor Change of Control
          Agreement) conflicts or is otherwise inconsistent with any provision
          of this Agreement, this Agreement shall govern. In addition, the
          definition of Change of Control provided in SCHEDULE III shall apply
          to this Agreement even after the expiration of SCHEDULE III, unless
          any new Change of Control Agreement specifically provides that it is
          intended to replace the definition of Change of Control in this
          Agreement.
     (b)  In the event of a Change of Control (as defined in SCHEDULE III), in
          addition to the payments provided under SECTION 6 or under any other
          plan, program, agreement or arrangement, the Employee shall further be
          entitled to additional payments equal to: (A) any excise taxes imposed
          by Section 4999 of the Internal Revenue Code of 1986 (the "CODE") (or
          any similar taxes or charges imposed by any other state or
          jurisdiction, including without limitation Canada) on the payments or
          benefits to or for the benefit of the Employee provided for herein or
          under any other plan, program, agreement or arrangement of the
          Employer (or any member of the Employer's affiliated group as such
          term is defined in Section 1504 of the Code, without regard to Section
          1504(b) thereof); and (B) any such excise taxes and any other taxes
          imposed by the Code or under the laws or regulations of any other
          state or jurisdiction (including without limitation, Canada) on the
          payments provided for in this SECTION 12.
     (c)  The Employer shall pay to the Employee the payments provided for in
          this Section 12 as soon as practical following the determination of
          the tax counsel referred to below. Tax counsel selected by the
          Employee and reasonably acceptable to the Employer shall
                                       13
<PAGE>   14
          determine on behalf of the Employee and the Employer whether the
          payments provided for by this SECTION 12 shall be required. Tax
          counsel shall determine that payments shall be necessary only if, and
          to the extent that, it is more likely than not that the payments or
          benefits are subject to a tax. In making the determinations required
          by this SECTION 12, tax counsel may rely on benefit consultants,
          accountants or other experts. The Employer hereby agrees to pay all
          reasonable fees and expenses of such tax counsel and other experts.
          If, subsequent to the payment to the Employee of payments pursuant to
          this SECTION 12, the tax counsel referred to in this SECTION 12
          reasonably determines that the amount of the payments paid pursuant to
          this SECTION 12 are less or more than the amount required to have been
          paid, then based on such determination, the Employer shall pay to the
          Employee any shortfall and the Employee shall repay any overpayment to
          the Employer. In the event that tax counsel referred to in this
          SECTION 12 reasonably determines that the Employee is required to pay
          interest or penalties to a governmental taxing authority as a result
          of his non-payment of taxes in accordance with any prior determination
          pursuant to this SECTION 12, the Employer shall pay to the Employee an
          additional amount equal to (i) the amount of such interest and/or
          penalties and (ii) any excise tax and any other taxes imposed by the
          Code or under the laws of any state or jurisdiction on the payments
          provided for in this sentence. Nothing in this SECTION 12 shall be
          interpreted as absolving the tax counsel from any professional
          responsibility with respect to his determinations hereunder.
13.  LEGAL FEES.  The Employer shall reimburse the Employee for legal and other
     professional fees (based upon a reasonable hourly rate) and reasonable
     out-of-pocket expenses and other fees incurred in connection with the
     preparation of this Agreement.
14.  ENFORCEMENT.
     (a)  Any disagreement, dispute, controversy or claim arising out of or
          relating to this Agreement, or the breach thereof (except as otherwise
          specified herein), shall be settled by arbitration. The arbitration
          shall be administered by the American Arbitration Association ("AAA")
          under its Commercial Arbitration Rules ("RULES") except as those Rules
          conflict with the provisions of this SECTION 14, in which case the
          provisions of this SECTION 14 shall control. Nothing herein shall
          limit the Employer's right to seek injunctive relief in a court of
          competent
                                       14
<PAGE>   15
          jurisdiction in connection with a breach by the Employee of his
          obligations under Section 9(b) of this Agreement.
     (b)  The parties shall submit the dispute to the New York City regional
          office of the AAA and the situs of the arbitration shall be the New
          York metropolitan area unless another location is otherwise agreed to
          in writing by the parties.
     (c)  The arbitration shall be conducted by a panel of three arbitrators.
          Each such arbitrator shall be an attorney admitted to practice law in
          a state of the United States. Within thirty (30) business days of the
          filing of a demand for arbitration by the claimant(s) with the New
          York City regional office of the AAA, the claimant(s) and the
          respondent(s) shall each appoint one arbitrator, and within sixty (60)
          business days of the date of their appointment, the two arbitrators
          shall appoint a third arbitrator, who shall act as chairperson. If any
          arbitrator is not appointed within the times specified above, the AAA
          or President of local bar association where appropriate shall appoint
          such arbitrator(s) in accordance with the Rules.
     (d)  The arbitration proceedings and any record thereof, including all
          submissions, shall be confidential, except as necessary to enforce the
          arbitration award.
     (e)  The Employer agrees to pay as incurred, to the full extent permitted
          by law, all legal fees (based upon a reasonable hourly rate),
          reasonable out-of-pocket expenses and all costs of any arbitration
          which the Employee may reasonably incur as a result of any arbitration
          contest (regardless of the outcome thereof) pursued or defended
          against in good faith by the Employee regarding the validity or
          enforceability of, or liability under, any provision of this Agreement
          or any guarantee of performance thereof (including as a result of any
          contest by the Employee of the amount of any payment pursuant to this
          Agreement), plus in each case interest on any delayed payment at the
          lowest rate specified to be payable by the Employer to any of its
          bankers or other arm's length lenders in respect of U.S. dollar
          denominated indebtedness.
     (f)  Judgment on the award rendered by the arbitrators shall be final and
          binding upon the parties and may be entered in any court having
          competent jurisdiction thereof.
                                       15
<PAGE>   16
15.  MISCELLANEOUS.
     (a)  NOTICES.  Any notice to be given hereunder shall be given in writing.
          Notice shall be deemed to be given when delivered by hand, or three
          (3) days after being mailed, postage prepaid, registered with return
          receipt requested, to the following addresses:
          If to the Employer:
          Alcan Aluminium Limited 
          1188 Sherbrooke Street West 
          Montreal, Quebec, CANADA  H3A 3G2 
          Attention:  Chairman
          with a copy to:
          Senior Vice President and Chief Legal Officer
          If to the Employee:
          Travis Engen
          265 Brushy Ridge Road
          New Canaan, CT 06840 
          U.S.A.
          with a copy to:
          Arthur Kohn, Esq.
          Cleary, Gottlieb, Steen & Hamilton
          One Liberty Plaza
          New York, New York  10006
     or to such other address as any party hereto may designate by notice to the
     other, and shall be deemed to have been given upon receipt.
     (b)  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
          among the parties hereto with respect to the Employee's employment
          with the Employer.
     (c)  MODIFICATION OR AMENDMENT.  This Agreement may be amended only by an
          instrument in writing signed by the parties hereto, and any provision
          hereof may be waived only by an instrument in writing signed by the
          party or parties against whom or which enforcement of
                                       16
<PAGE>   17
          such waiver is sought. The failure of any party hereto at any time to
          require the performance by any other party hereto of any provision
          hereof shall in no way affect the full right to require such
          performance at any time thereafter, nor shall the waiver by any party
          hereto of a breach of any provision hereof be taken or held to be a
          waiver of any succeeding breach of such provision or a waiver of the
          provision itself or a waiver of any other provision of this Agreement.
     (d)  SUCCESSORS.
          (i)   This Agreement is binding on and is for the benefit of the
                parties hereto and their respective successors, heirs,
                executors, administrators and other legal representatives.
                Neither this Agreement nor any right or obligation hereunder may
                be assigned by the Employer or by the Employee.
          (ii)  The Employer shall require any successor (whether direct or
                indirect, by purchase, merger, consolidation or otherwise) to
                all or substantially all of the business and/or assets of the
                Employer expressly to assume and agree to perform this Agreement
                in the same manner and to the same extent that the Employer
                would have been required to perform it if no such succession had
                taken place. As used in the Agreement, the "Employer" shall mean
                both the Employer as defined above and any such successor that
                assumes and agrees to perform this Agreement, by operation of
                law or otherwise.
          (iii) Notwithstanding the foregoing, the Employer shall have the right
                to assign all or part of its obligations hereunder to any of its
                U.S. incorporated subsidiaries provided that the Employer shall
                remain responsible on a solidary (i.e., joint and several) basis
                with the assignee as regards the obligations so assigned.
     (e)  SEVERABILITY.  Each provision hereof is severable from this Agreement,
          and if one or more provisions hereof are declared invalid, the
          remaining provisions shall nevertheless remain in full force and
          effect. If any provision of this Agreement or portion thereof is so
          broad, in scope or duration or otherwise, as to be unenforceable, such
          provision or portion thereof shall be interpreted to be only so broad
          as is enforceable.
                                       17
<PAGE>   18
     (f)  WAIVER.   The failure to enforce at any time any of the provisions of
          this Agreement or to require at any time performance by the other
          party of any of the provisions of this Agreement shall in no way be
          construed to be a waiver of such provisions or to affect the validity
          of this Agreement, or any part hereof, or the right of either party
          thereafter to enforce each and every such provision in accordance with
          the terms of this Agreement.
     (g)  TAX WITHHOLDING.  The Employer may withhold from any amounts payable
          to the Employee hereunder all federal, state, city or other taxes that
          the Employer may reasonably determine are required to be withheld
          pursuant to any applicable law or regulation.
     (h)  RULE OF CONSTRUCTION.  The parties hereto acknowledge and agree that
          each party has reviewed and negotiated the terms and provisions of
          this Agreement and has had the opportunity to contribute to its
          revision. Accordingly, the rule of construction to the effect that
          ambiguities are resolved against the drafting party shall not be
          employed in the interpretation of this Agreement. Rather, the terms of
          this Agreement shall be construed fairly as to both parties hereto and
          not in favor or against either party. This Agreement has been prepared
          in the English language at the specific request of both parties. All
          monetary amounts referred to herein are expressed in U.S. dollars
          unless otherwise stipulated as is the case for Schedule I.
     (i)  GOVERNING LAW.  This Agreement shall be governed by and construed in
          accordance with the laws of the STATE OF NEW YORK, USA, without
          reference to its principles of conflicts of law.
     (j)  COUNTERPARTS.  This Agreement may be executed in several counterparts,
          each of which shall be deemed an original, but all of which shall
          constitute one and the same instrument.
     (k)  HEADINGS.  The headings in this Agreement are inserted for convenience
          of reference only and shall not be a part of or control or affect the
          meaning of any provision hereof.
            *                *                 *                *
                                       18
<PAGE>   19
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
                             Alcan Aluminium Limited
                             /s/ Dr. John R. Evans 
                             -------------------------------
                             Name:    Dr. John R. Evans
                             Title:   Chairman
                             /s/ Travis Engen
                             -------------------------------
                             Travis Engen