ALCAN ALUMINIUM LTD /NEW
S-3, 1999-04-19
PRIMARY PRODUCTION OF ALUMINUM
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<PAGE>   1

                                                 Registration No. 333-__________

================================================================================
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 ______________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                                 ______________
                                        
                                        
                            ALCAN ALUMINIUM LIMITED
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
     <S>                                  <C> 
                 CANADA                            NOT APPLICABLE
    (Jurisdiction of Incorporation)       (IRS Employer Identification No.)

</TABLE>

                          1188 Sherbrooke Street West
                        Montreal, Quebec, Canada H3A 3G2
                                  514-848-8000
      (Address of principal executive offices, including postal code, and
                     telephone number, including area code)
                                 ______________

                              P.K. PAL, Secretary
                            ALCAN ALUMINIUM LIMITED
                          1188 Sherbrooke Street West
                       Montreal, Quebec, Canada  H3A 3G2
                                  514-848-8000
    (Name, Address, including postal code, and telephone number, including
                        area code, of agent for service)
                                 ______________

                                   Copies to:

<TABLE>
      <S>                                      <C>   
               DONALD B. BRANT, JR              CHARLES S. WHITMAN, III
       Milbank, Tweed, Hadley & McCloy LLP       Davis Polk & Wardwell
             1 Chase Manhattan Plaza              450 Lexington Avenue
            New York, New York  10005           New York, New York  10017
                 (212) 530-5618                      (212) 450-4000

</TABLE>
                                 ______________

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

     If  the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.   [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.   [X]


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>                                                                                       

                                                               Proposed maximum      Proposed maximum
Title of each class of                      Amount to be        offering price           Aggregate             Amount of
securities to be registered                  Registered           per unit*           Offering price*      registration fee

<S>                                         <C>                 <C>                   <C>                  <C>
Debt Securities, Preference Shares
     and Common Shares                      $700,000,000             100%              $700,000,000         $ 194,600
</TABLE>

* Estimated solely for the purpose of determining the registration fee.

                                 ______________

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


     The within prospectus contains the information required by Rule 429 under
the Securities Act  of 1933 with respect to $100,000,000 aggregate principal
amount of debt and equity securities covered by Registration Statement
No. 33-82754 on Form S-3.
<PAGE>   2


PROSPECTUS

                                        
                            ALCAN ALUMINIUM LIMITED
                                        
                                        
                                  $800,000,000
                                        
                                        
                                DEBT SECURITIES
                                        
                                        
                                      and
                                        
                                        
                               EQUITY SECURITIES
                                        

                     _____________________________________


     Alcan Aluminium Limited intends to offer at one or more times debt
securities and equity securities with a total offering price not to exceed
$800,000,000. We will provide the specific terms of these securities in
supplements to this prospectus.  You should read this prospectus and the
supplements carefully before you invest.


                     ______________________________________


     Neither the SEC nor any state securities commission has approved or
disapproved or passed upon the accuracy or adequacy of this prospectus.  Any
representation to the contrary is a criminal offense.

<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
About this Prospectus.....................................................   2
Where You Can Find More Information.......................................   2
Use of Proceeds...........................................................   4
Ratios of Earnings to Fixed Charges and
   Earnings to Combined Fixed Charges and
   Preferred Stock Dividends..............................................   4
Description of Debt Securities............................................   5
Description of Share Capital..............................................  12
Tax Consequences..........................................................  15
Experts...................................................................  17
Legal Opinions............................................................  17
Plan of Distribution......................................................  17
</TABLE>

                             ABOUT THIS PROSPECTUS


     This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
from time to time, sell any combination of the following securities described in
this prospectus in one or more offerings with a total offering price not to
exceed $800,000,000:

- -    debt securities;

- -    preference shares;

- -    common shares; and

- -    warrants, rights or other securities exchangeable for or convertible into
     equity securities.


     The common shares and the preference shares are referred to as the equity
securities; the equity securities and the debt securities are referred to as the
securities.

     This prospectus provides you with a general description of the debt
securities and the equity securities.  Each time we sell the debt securities and
the equity securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering.  The prospectus
supplement may also add, update or change information in this prospectus.  The
information in this prospectus is accurate as of __________, 1999.  Unless
otherwise stated in the prospectus supplement, an application will be made to
the New York Stock Exchange to list any common shares relating to this
prospectus.  Please carefully read both this prospectus and any prospectus
supplement together with additional information described under the heading
"WHERE YOU CAN FIND MORE INFORMATION".


                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports and other information with
the SEC.  You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C.  20549.  Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public over the
Internet at the SEC's web site at HTTP://WWW.SEC.GOV.


     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents.  The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information.  We
incorporate by reference the following document we filed with the SEC and our
future filings with the SEC under Sections 13(a), 13(c),14, or 15(d) of the
Securities Exchange Act of 1934 until we or any underwriters sell all of the
debt securities and the equity securities:


- -    Annual Report on Form 10-K for the year ended December 31, 1998.

     You may request a copy of these filings at no cost, by writing or calling
us at the following address:

                                       2
<PAGE>   4

Alcan Aluminium Limited
1188 Sherbrooke Street West
Montreal, Quebec, Canada  H3A 3G2
(514) 848-8000
Attention: Secretary

     You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement.  We have not authorized anyone
else to provide you with different information.

     We are not making an offer of the securities in any state where the offer
is not permitted.  Unless otherwise stated in the prospectus supplement, we have
not qualified the securities for sale under the securities laws of any Province
or Territory of Canada and the securities are not being and may not be offered
or sold in Canada in violation of the securities laws of any Province or
Territory of Canada.  You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.

     We are a Canadian corporation.  Most of our directors and officers, as well
as the experts named in this prospectus, are not citizens or residents of the
United States and all or a substantial part of the assets of these individuals
may be located outside the United States.  Also, a large part of our assets are
located outside the United States.  As a result, it may be difficult for you to
effect service of process within the United States upon these individuals or to
realize against them or us within the United States upon judgments of courts of
the United States predicated upon civil liabilities under the Securities Act of
1933.  McCarthy Tetrault, our Canadian counsel, has advised us, however, that
the civil liability provisions of that Act may be enforced in original actions
taken in the Province of Quebec against us or any such individual, but judgments
of United States courts predicated on such provisions will not be enforceable in
the Province of Quebec unless they meet the requirements for the recognition and
enforcement of foreign judgments under the Civil Code of Quebec.


                                  THE COMPANY

     We are a Canadian corporation which, together with our subsidiaries,
related companies and joint ventures, is engaged in all significant aspects of
the aluminum business on an international scale.  Our operations include:

- -    the mining and processing of bauxite, the basic aluminum ore;

- -    the refining of bauxite into alumina;

- -    the generation of electricity for use in smelting aluminum;

- -    the smelting of aluminum from alumina;

- -    the recycling of used and scrap aluminum;

- -    the fabrication of aluminum, aluminum alloys and non-aluminum materials
     into semi-finished and finished products;

- -    the distribution and marketing of aluminum and non-aluminum products; and

- -    in connection with our aluminum operations, the production and sale of
     industrial chemicals.

     We operate our business internationally and we:

- -    have bauxite holdings in six countries;

- -    produce alumina in six countries;

- -    smelt primary aluminum in five countries;

- -    operate aluminum fabricating plants in thirteen countries;

- -    have sales outlets and maintain warehouse inventories in the larger markets
     of the world; and

- -    operate a global transportation network that includes freight trains, bulk
     cargo vessels and port facilities.

                                       3
<PAGE>   5
     Our principal executive offices are located at 1188 Sherbrooke Street West,
Montreal, Quebec, Canada H3A 3G2, and our telephone number is (514) 848-8000.


                                USE OF PROCEEDS

     The net proceeds we will receive from the sale of the securities will be
used for general corporate purposes.  Funds that will not be used immediately
for such purposes may be invested in short-term obligations.


                    RATIOS OF EARNINGS TO FIXED CHARGES AND
                     EARNINGS TO COMBINED FIXED CHARGES AND
                           PREFERRED STOCK DIVIDENDS

     The following table shows our consolidated ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends for
the periods indicated:

<TABLE>
<CAPTION>
                                              Year Ended December 31,               
                               -----------------------------------------------------  
                               1998      1997(3)      1996(3)      1995(3)      1994
                               ----      -------      ----         ----         ----
<S>                            <C>       <C>          <C>          <C>          <C>
Ratio of Earnings to
  Fixed Charges (1)(2)....     5.87      7.13         5.37         4.78         2.00

Ratio of Earnings to
  Combined Fixed
  Charges and
  Preferred Stock
  Dividends (1)(2)........     5.23      6.30         4.57         4.09         1.77

</TABLE>

__________

1    The ratio of earnings to fixed charges is determined by dividing fixed
     charges (including capitalized interest) into income before fixed charges
     (excluding capitalized interest) and income taxes, eliminating
     undistributed income of less than 50% owned persons.  The ratio of earnings
     to combined fixed charges and preferred stock dividends is determined by
     dividing the sum of fixed charges (including capitalized interest) and
     preferred stock dividends into income before fixed charges (excluding
     capitalized interest) and income taxes, eliminating undistributed income of
     less than 50% owned persons.  Fixed charges consist of interest expenses
     and amortization of debt discount and expense and premium and that portion
     of  rental payments which is considered as being representative of the
     interest factor implicit in our operating leases. Preferred stock dividend
     requirements are computed by increasing dividends on preferred and
     preference stocks by an amount representing the pre-tax earnings which
     would be required to cover such dividend requirements.


2    The ratios shown above were prepared in accordance with generally accepted
     accounting principles in Canada.  The following table shows our
     consolidated ratios of earnings to fixed charges and earnings to combined
     fixed charges and preferred stock dividends for the periods indicated
     prepared in accordance with generally accepted accounting principles in the
     United States.

<TABLE>
<CAPTION>
                                              Year Ended December 31,    
                               -----------------------------------------------------  
                               1998      1997(3)      1996(3)      1995(3)      1994
                               ----      -------      ----         ----         ----
<S>                            <C>       <C>          <C>          <C>          <C>
Ratio of Earnings to
  Fixed Charges..........      6.01      7.13         5.42         4.92         1.98

Ratio of Earnings to
  Combined Fixed
  Charges and
  Preferred Stock
  Dividends..............      5.35      6.29         4.61         4.21         1.75

</TABLE>


3    Ratios for the years 1995-1997 have been restated to reflect financial
     statement reclassifications made in 1998.


     For further information regarding differences between Canadian and United
States generally accepted accounting principles, see Note 5 to the Consolidated
Financial Statements in our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which is incorporated herein by reference.

                                       4
<PAGE>   6


                         DESCRIPTION OF DEBT SECURITIES

     The debt securities covered by this prospectus will be issued in one or
more series under an Indenture dated as of May 15, 1983, as supplemented (as
supplemented, the "Indenture"), between us and Bankers Trust Company, as
Trustee. We have summarized selected provisions of the Indenture below.  This is
a summary and is not complete.  You should read the Indenture we filed as an
exhibit to the registration statement.  In the summary below, we have included
references to section numbers of the Indenture so that you can easily locate the
summarized provisions.  Capitalized terms used in the summary have the meanings
specified in the Indenture.

GENERAL PROVISIONS

     The Indenture does not limit the amount of debt securities we may issue
under the Indenture or otherwise.  The prospectus supplement relating to any
series of the debt securities being offered will include specific terms relating
to the offering.  These terms will include some or all of the following:

- -    the designation of the debt securities;

- -    the total principal amount of the debt securities;

- -    the percentage of the principal amount at which the debt securities will be
     issued;

- -    the date or dates on which the debt securities will mature;

- -    the rate or rates, if any, per year at which the debt securities will bear
     interest, or the method of determination of such rate or rates;

- -    the times on which the interest, if any, on the debt securities will be
     payable;

- -    provisions for a sinking, purchase or other similar fund, if any;

- -    the date or dates, if any, after which the debt securities may be redeemed
     at our option or the option of the holder and the redemption price or
     prices; and

- -    any other terms of the debt securities that are not inconsistent with the
     provisions of the Indenture.

     The Indenture provides that debt securities of a single series may be
issued at various times, with different maturity dates and may bear interest at
different rates.  Principal, premium, if any, and interest, if any, will be
payable, and the debt securities offered will be transferable, at the corporate
trust office of Citibank, N.A., as registrar and paying agent (the "Paying
Agent"), in New York, New York.  The payment of interest, if any, may be made at
our option by us mailing a check to the person entitled to receive the interest
at the address listed in the debt security register.  (Section 3.1)

     The debt securities will be unsecured and will rank equally with all of our
other unsecured and unsubordinated indebtedness.

     The Indenture does not limit other indebtedness or securities which we may
issue and contains no financial or similar restrictions on us except as
described below.

FORM AND EXCHANGE

     We will normally issue the debt securities in book-entry only form, which
means that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee.  We will refer to this form here and in the prospectus
supplement as "book-entry only."

     Alternatively, we may issue the debt securities in certificated form
registered in the name of the holder.  Under these circumstances, holders may
receive certificates representing the debt securities.  Debt securities in
certificated form will be issued only in increments of $1,000 and multiples of
$1,000 and will be exchangeable without charge except for

                                       5
<PAGE>   7
reimbursement of taxes or other governmental charges, if any.  We will refer to
this form in the prospectus supplement as "certificated."

BOOK-ENTRY ONLY PROCEDURES

     The following discussion pertains to debt securities that are issued in
book-entry only form.

     One or more global securities would be issued to DTC or its nominee.  DTC
would keep a computerized record of its participants (for example, your broker)
whose clients have purchased the securities.  The participant would then keep a
record of its clients who purchased the securities.  A global security may not
be transferred, except that DTC, its nominees and their successors may transfer
an entire global security to one another.

     Under book-entry only, we will not issue certificates to individual holders
of the debt securities.  Beneficial interests in global securities will be shown
on, and transfers of global securities will be made only through, records
maintained by DTC and its participants.

     DTC has provided us with the following information.  DTC is:

- -    a limited-purpose trust company organized under the New York Banking Law;

- -    a "banking organization" within the meaning of the New York Banking Law;

- -    a member of the United States Federal Reserve System;

- -    a "clearing corporation" within the meaning of the New York Uniform
     Commercial Code; and

- -    a "clearing agency" registered under Section 17A of the Securities Exchange
     Act of 1934.

     DTC holds securities that its participants ("Direct Participants") deposit
with DTC.  DTC also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through computerized records for Direct Participants' accounts.  This eliminates
the need to exchange certificates.  Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations.

     DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
Direct Participant.  The rules that apply to DTC and its participants are on
file with the SEC.

     DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.

     We will wire principal and interest payments to DTC's nominee.  We and the
Trustee will treat DTC's nominee as the owner of the global securities for all
purposes.  Accordingly, we and the Trustee will have no direct responsibility or
liability to pay amounts due on the securities to owners of beneficial interests
in the global securities.

     It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment.  In addition, it
is DTC's current practice to assign any consenting or voting rights to Direct
Participants whose accounts are credited with securities on a record date, by
using an omnibus proxy.  Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interests, as is the case with securities held for the account of customers
registered in "street name."  However, these payments will be the responsibility
of the participants and not of DTC, the Trustee, or us.

     Debt securities represented by a global security would be exchangeable for 
debt

                                       6
<PAGE>   8
securities certificates with the same terms in authorized denominations only if:

- -    DTC notifies us that it is unwilling or unable to continue as depository or
     if DTC ceases to be a clearing agency registered under applicable law; or

- -    we instruct the Trustee that the global security is now exchangeable; or

- -    an event of default has occurred and is continuing.


LIMITATIONS ON LIENS

     We have agreed that we will not, nor will we permit any Subsidiary to,
mortgage, hypothecate, charge, pledge, or otherwise encumber (collectively
referred to as "mortgages") any of our Principal Properties or the capital stock
or Funded Indebtedness of any Subsidiary which owns a Principal Property, to
secure any Indebtedness, without securing the debt securities equally and
ratably with, or prior to, such Indebtedness.

     This covenant has certain exceptions which permit, among other things:

- -    the giving or assumption of any Purchase Money Mortgage;

- -    any mortgage given by a Subsidiary to us or any other Subsidiary so long as
     the mortgage will be held for our benefit or for the benefit of a
     Subsidiary;

- -    mortgages on property, capital stock or Indebtedness of a corporation
     existing at the time the corporation becomes a Subsidiary;

- -    mortgages in favor of Canada or the United States or any Province or State
     thereof, or any department, agency, or instrumentality or political
     subdivision of Canada or the United States, to secure certain payments or
     other obligations;

- -    the sale or other transfer of production payments, mineral payments, ore
     payments and similar arrangements unless we or a Subsidiary have personally
     assumed or become generally liable for any Indebtedness in connection with
     the sale or transfer; and

- -    any extension, renewal or replacement, or successive extensions, renewals
     or replacements, in whole or in part of any mortgage permitted above, so
     long as the principal amount of Indebtedness secured will not exceed the
     principal amount of Indebtedness secured at the time of the extension,
     renewal or replacement, and that the extension, renewal or replacement will
     be limited to all or part of the property which secured the mortgage that
     was extended, renewed or replaced.

     In addition to these exceptions, we and our Subsidiaries may create or
assume mortgages without equally and ratably securing the debt securities
(mortgages which have been created or assumed being referred to as "Basket
Mortgages"), so long as at the time of and after giving effect to such creation
or assumption, the total amount of all Indebtedness secured by our Basket
Mortgages less any Indebtedness concurrently retired plus the total amount of
Attributable Debt in respect of certain sale and leaseback transactions (as
defined in the Indenture) existing at the time do not exceed 10% of consolidated
shareholders' equity as of a date not more than 135 days prior to such time.
(Section 3.6)

CERTAIN DEFINITIONS

     "Attributable Debt" means the present value of rents during the remaining
term of leases.


     "Indebtedness" means:

     -    all indebtedness for the repayment of money borrowed;


     -    all liabilities under leases which must be capitalized under generally
          accepted

                                       7
<PAGE>   9
          accounting principles in Canada on the lessee's balance sheet; and

     -    all guarantees, endorsements, assumptions and other contingent
          obligations in respect of such indebtedness or liabilities.

     "Funded Indebtedness" means Indebtedness which matures by its terms or is
renewable by the borrower to a date more than one year after the date of its
original creation, assumption or guarantee.

     "Principal Property" means any mineral property, smelter, refinery, mill,
fabricating plant or similar processing or manufacturing facility, or any
electric generating plant of ours or any of our Subsidiaries constituting the
primary source of power for any such facility, located in the United States or
Canada and having a net book value of more than 0.5 percent of Consolidated Net
Tangible Assets, unless our Board of Directors by resolution declares that the
property, plant or facility is not  important to our business as a whole.
Principal Property may also include similar property we have designated to which
we have applied the proceeds of sale and leaseback transactions.

     "Consolidated Net Tangible Assets" means (1) the total of all assets,
including assets leased under capital lease obligations (less depreciation,
obsolescence, amortization, valuation and other proper reserves), which in
accordance with generally accepted accounting principles in Canada would appear
on the asset side of our consolidated balance sheet as of a date not more than
135 days preceding the date on which Consolidated Net Tangible Assets are to be
determined, after eliminating (A) franchises, licenses, permits, patents, patent
applications, copyrights, trade names, goodwill, organizational expenses and
other like intangibles and (B) unamortized debt discount and expense, less (2)
the total of all consolidated current liabilities which would appear on the
liability side of the balance sheet, as determined in accordance with generally
accepted accounting principles in Canada.

     "Subsidiary" means any corporation of which we or one or more of our
Subsidiaries owns at least a majority of the outstanding voting stock.

     "Purchase Money Mortgage" means any hypothec, mortgage, lien, pledge,
security interest or other encumbrance (including conditional sale agreements or
other title retention agreements or capital leases) upon property that has been
or is to be acquired, constructed or improved by us or a Subsidiary and created
prior to, contemporaneously with, or within six months after, the acquisition or
the completion of the construction or improvement to secure the amount of the
purchase price of the property or the cost of  the construction or improvement,
or any part thereof, or any hypothec, mortgage, lien, pledge, security interest
or other encumbrance existing on the property at the time of the acquisition,
whether the obligations secured are payable to the person from whom such
property is acquired or otherwise.

                                       8
<PAGE>   10


LIMITATION ON SALE AND LEASEBACK TRANSACTIONS


     Neither we nor any Subsidiary owning a Principal Property may enter into
any Sale and Leaseback Transaction (which excludes leases expiring within three
years of making, leases between us and a Subsidiary or between Subsidiaries and
any lease of part of a Principal Property, which has been sold, for use in
connection with the winding up or termination of the business conducted on such
Principal Property) unless:


- -    we or any of our Subsidiaries could create or assume a mortgage on the
     Principal Property to be leased without equally and ratably securing the
     debt securities by reason of one of the exceptions described under
     "Limitation on Liens";

- -    immediately prior to entering into such arrangement, we or a Subsidiary
     could create a mortgage on the Principal Property securing Indebtedness in
     an amount equal to the Attributable Debt relating to the particular Sale
     and Leaseback Transaction without equally and ratably securing the debt
     securities; or

- -    an amount equal to the net proceeds of the sale of the property leased is
     applied to the retirement, otherwise than by payment at maturity or
     pursuant to mandatory sinking fund requirements, of the debt securities or
     other Funded Indebtedness of ours or of a Subsidiary ranking on a parity
     with the debt securities or to the purchase, improvement or construction of
     Principal Properties. (Section 3.8)


CONSOLIDATION OR MERGER


     We may consolidate or merge with any other corporation or transfer all or
substantially all of our assets to any other person provided that:


- -    we are not in default under any covenant or provision under the Indenture,
     and

- -    the person or successor corporation expressly assumes our obligations under
     the Indenture by supplemental indenture satisfactory to the Trustee.
     (Section 9.1)


     Unless otherwise indicated in the prospectus supplement, certain of the
covenants described above would not necessarily afford holders of debt
securities protection in the event we were involved in a highly leveraged
transaction, such as a leveraged buyout.


EVENTS OF DEFAULT, WAIVER, AND NOTICE


     "Event of Default" means, with respect to any series of debt securities,
any of the following:


- -    failure to pay interest on that series of debt securities for 30 days after
     payment is due;


- -    failure to pay principal and premium, if any, on that series of debt
     securities when due either at maturity, upon redemption, by declaration or
     otherwise;


- -    failure to perform any other covenants or agreements in the Indenture for
     90 days after we are given notice of the failure; and


- -    certain events of bankruptcy, insolvency and reorganization relating to us.
     (Section 5.1)


     The Trustee may withhold notice to the holders of debt securities of any
default, except a default in payment of principal of or interest or premium on
the debt securities, if the Trustee considers it in the interest of the holders
of the debt securities to do so. (Section 5. 11)


                                       9
<PAGE>   11
     The Indenture provides that:

- -    if an Event of Default due to the default in the payment of principal,
     interest or premium, if any, on, or in the performance of any other of the
     covenants or agreements in the Indenture affecting any series of debt
     securities occurs and continues, the Trustee or holders of 25% of the
     principal amount outstanding of that series of debt securities may declare
     the principal of all that series of debt securities to be due and payable
     immediately, and

- -    if an Event of Default resulting from certain events of bankruptcy,
     insolvency and reorganization occurs and continues, the Trustee or the
     holders of 25% of the principal amount outstanding of all debt securities
     may declare the principal of all debt securities to be due and payable
     immediately.


     Under certain conditions such declarations may be rescinded and past
defaults may be waived, except defaults in payment of principal of or interest
or premium on the debt securities, by the holders of a majority of that series
of debt securities then outstanding, or of all series, as the case may be.
(Section 5.1)

     The holders of a majority in principal amount of the debt securities of any
and all series affected and then outstanding, each voting as a separate class,
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee.  This right is subject to certain
exceptions and provided that the holders of the debt securities have offered to
the Trustee reasonable indemnity against expenses and liabilities. (Sections 5.9
and 6.2)

     We are required to file with the Trustee  an annual certificate as to the
absence of certain defaults under the Indenture. (Section 3.5)

DEFEASANCE AND COVENANT DEFEASANCE

     We may elect either:

- -    to be discharged from all of our obligations with respect to the debt
     securities under the Indenture, except for the obligations to register the
     transfer or exchange of the debt securities, to replace temporary or
     mutilated, destroyed, lost or stolen debt securities, to maintain an office
     or agency in respect of the debt securities and to hold moneys for payment
     in trust ("defeasance"), or

- -    to be discharged from all of our obligations with respect to the debt
     securities under certain sections of the Indenture, including the
     restrictions set forth in "Limitation on Liens" and "Limitations on Sale
     and Leaseback Transactions" above ("covenant defeasance").

     In order for us to exercise either defeasance or covenant defeasance, we
must deposit with the Trustee, in trust for such purpose, money and/or U.S.
Government Obligations which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of and interest on such debt securities not
later than one day before the scheduled due dates.  A trust may only be
established if, among other things, we have delivered to the Trustee an opinion
of counsel to the effect that the holders of the debt securities:

- -    will not recognize income, gain or loss for federal income tax purposes as
     a result of defeasance or covenant defeasance, and

- -    will be subject to federal income tax on the same amount, in the same
     manner and at the same time as would have been the case if such defeasance
     or covenant defeasance had not occurred.

     In the case of defeasance, the opinion must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable federal income
tax law occurring after July 15, 1989. (Sections 13.1 through 13.4)

                                       10
<PAGE>   12
MODIFICATION OF THE INDENTURE

     Under the Indenture our rights and the rights of the holders of debt
securities may be changed.  Certain changes to the rights of the holders of the
debt securities in the Indenture or any Supplemental Indenture require the
consent of the holders of not less than 66 2/3% in principal amount of the debt
securities of all series affected by such change at the time outstanding.
However, the following changes may not be made without the consent of each
holder of the debt securities affected:


- -    extending the final maturity of any debt security, or reducing the
     principal amount thereof, including in the case of a discounted debt
     security the amount payable thereon in the event of acceleration or the
     amount provable in bankruptcy, or any redemption premium thereon, or
     reducing the rate or extending the time of payment of interest thereon, or
     impairing or affecting the right of any holder of debt securities to
     institute suit for the payment thereof or the right of repayment, if any,
     at the option of the holder, or

- -    reducing the stated percentage of holders necessary to modify the
     Indenture. (Section 8.2)

     We may enter into one or more supplemental indentures without the consent
of any holder of debt securities:

- -    to secure the debt securities;

- -    to evidence the succession to us of another corporation and the assumption
     by any such successor of our covenants contained in the Indenture and the
     debt securities;

- -    to add to the covenants contained in the Indenture and to add any
     additional Events of Default;

- -    to cure any ambiguity or to correct or supplement any provision of the
     Indenture which may be defective or inconsistent with any other provision
     of the Indenture, or to make other provisions which do not adversely affect
     the interests of the holders of debt securities;

- -    to establish the form or terms of debt securities of any series; and

- -    to evidence and provide for a successor Trustee under the Indenture for one
     or more series of debt securities and to provide for or facilitate the
     administration of the trusts under the Indenture by more than one Trustee.
     (Section 8.1)

CONSENT TO JURISDICTION

     We agree that any legal suit, action or proceeding brought by the Trustee
or any holder of debt securities in connection with the debt securities or the
Indenture may be instituted in any state or federal court in the City or State
of New York.

REGARDING THE TRUSTEE

     Bankers Trust Company, Trustee under the Indenture, serves as a depositary
of funds of, and performs services for, us and our Subsidiaries in the normal
course of business and also makes loans to us and our Subsidiaries.

                                       11
<PAGE>   13
                          DESCRIPTION OF SHARE CAPITAL

Present Issues

<TABLE>
<CAPTION>
                                                    Authorized      Outstanding*

<S>                                                 <C>             <C>
Preference Shares, issuable in series .............  unlimited
of which the following series are outstanding:

Floating Rate Cumulative Redeemable
 Preference Shares, Series C, 1984 ................  4,200,000        4,200,000
Floating Rate Cumulative Redeemable           
 Preference Shares, Series C, 1985 ................  1,500,000        1,500,000
Cumulative Redeemable Preference              
 Shares, Series E ................................   3,000,000        3,000,000
Common Shares ....................................   unlimited      226,087,811

</TABLE>
     * As at December 31, 1998

FUTURE ISSUES

     We may issue an unlimited number of additional common and preference shares
from time to time upon approval by our Board of Directors for such consideration
as the Board deems appropriate, without the need of further shareholder
authorization.  However, the Board is not allowed to create or issue any series
of preference shares with voting rights, other than voting rights arising only
in the event of non-payment of dividends, without the consent of the
shareholders.  The terms of any preference shares, including dividend rates,
conversion and voting rights, if any, redemption prices and similar matters will
be determined by the Board prior to issuance.

SUMMARY OF CERTAIN PROVISIONS OF THE PREFERENCE SHARES

- -    The holders of preference shares will be entitled to receive cumulative
     cash dividends at the following rates:

Series C, 1984 and 1985..... quarterly dividends in an amount determined by
                             applying to Can. $25 per share one-quarter of the
                             greater of (1) 72% of the average of the Canadian
                             prime interest rates quoted by two major Canadian
                             banks for stated periods, and (2) the lesser of
                             7.5%  and the average of the Canadian prime
                             interest rates quoted by two major Canadian banks
                             for stated periods.

Series E.................... quarterly dividends in an amount determined by
                             applying to Can. $25 per share one-quarter of 75%
                             of the average of the Canadian prime interest rates
                             quoted by two major Canadian banks for stated
                             periods.

- -    The holders of preference shares are not entitled to vote at meetings of
     shareholders unless we fail to pay six quarterly dividends. Thereafter, so
     long as such dividends remain in arrears, the holders will be entitled,
     voting separately as a class, to elect two members of the Board of
     Directors.

- -    In the event that we liquidate, dissolve or wind up or distribute our
     assets among shareholders for the purpose of winding up our affairs, the
     holders of the preference shares will be entitled to receive, in preference
     to holders of the common shares, the sum of Can. $25 per share for Series C
     and E plus all accrued and unpaid dividends.  Additionally, if such
     distribution is voluntary, an additional amount equal to the premium, if
     any, will be payable on redemption.

- -    The preference shares are redeemable at our option at Can. $25 per share,
     plus a reducing premium in the case of Series C, and all accrued and unpaid
     dividends.

- -    So long as any preference shares are outstanding and unless all dividends
     then payable on the preference shares have been declared and paid or set 
     apart for payment,

                                       12
<PAGE>   14
     we will not (1) pay any dividends, other than stock dividends, or make any
     distributions on any shares ranking junior to the preference shares with
     respect to the payment of dividends or return of capital, (2) retire for
     value any shares ranking junior to the preference shares with respect to
     payment of dividends or return of capital, or (3) except in connection with
     the exercise of a retraction privilege, retire less than all of a series of
     preference shares.

SUMMARY OF CERTAIN PROVISIONS OF THE COMMON SHARES

ATTRIBUTES

     The common shares are subject to the rights of the holders of the
preference shares, as described above, and of any other senior securities issued
in the future.

     The holders of the common shares are entitled to receive pro rata
dividends, from time to time, as may be declared by the Board of Directors. 
They are entitled to one vote per share and have no preemptive, redemption or
conversion rights.  If we liquidate, dissolve or wind up or distribute our
assets among the shareholders for the purpose of winding up our affairs,
holders of the common shares will receive our assets pro rata, to the extent
available after the payment of all our obligations and any required
distribution to the holders of senior securities.

     The provisions of the Canada Business Corporations Act require that the
amendment of certain rights of holders of any class of shares, including the
common shares, must be approved by not less than two-thirds of the votes cast
by the holders of such shares voting at a special meeting of the shareholders. 
A quorum for a special meeting of the holders of common shares is 40% of the
common shares then outstanding.  Therefore, it is possible for the rights of
the holders of common shares to be changed other than by the affirmative vote
of the holders of the majority of the outstanding common shares.  In
circumstances where the rights of holders of common shares may be amended,
however, holders of common shares will have the right, under the Canada
Business Corporations Act, to dissent from such amendment and require us to pay
them the then fair value of their common shares.

     Shareholders are also entitled to rights and privileges under the
shareholder rights plan ("Rights Plan") summarized below.

THE RIGHTS PLAN

     The Rights Plan is embodied in the Shareholder Rights Agreement
("Agreement") between us and CIBC Mellon Trust Company, as trustee ("Rights
Agent") dated December 14, 1989, as amended and restated as of April 24, 1995. 
The Rights Plan will remain in effect until December 14, 1999, unless
terminated earlier.  Capitalized terms used in this summary have the meanings
specified in the Rights Plan.

     The Agreement provides that one right ("Right") to purchase additional
securities, subject to the terms and conditions of the Agreement, has been
issued for each common share ("Share") outstanding on and after December 14,
1989.  Rights will likewise be issued until the Separation Time (as defined
below) or until the termination of the Rights Plan.

     The Rights are not exercisable until the Separation Time.  After the
Separation Time, each Right entitles the holder to purchase from us one Share
at the price of $100.00 per Share, or its equivalent in Canadian currency
("Exercise Price"), subject to adjustment as provided below.


    Until the Separation Time, or earlier termination or expiration of the
Rights, the Rights are evidenced by the certificates for the Shares to which
the Rights attach.  The Rights are transferred with, and only with, the
associated Shares.  Furthermore, until the Separation Time, Share certificates
issued will contain a notation incorporating the Agreement by reference.

     As soon as practicable following the Separation Time, separate certificates

                                       13
<PAGE>   15
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Shares as of the close of business at the Separation Time and,
thereafter, the separate Rights Certificates alone will evidence the Rights.
The Rights will separate and trade separately after the Separation Time.

     The Exercise Price and the number of Rights outstanding are subject to
adjustment from time to time to prevent dilution:

     -    in the event of a stock dividend on, or a subdivision, combination or
          reclassification of, the Shares,

     -    upon the grant to shareholders of certain rights or warrants to
          subscribe for or purchase the Shares or convertible securities at less
          than 95% of the Market Price per Share, or

     -    upon distribution to shareholders of evidences of indebtedness or
          assets, other than a Regular Periodic Cash Dividend or a dividend paid
          in Shares, or of rights or warrants, other than those referred to
          above.

     Subject to the prior consent of the holders of Voting Shares or Rights, as
applicable, the Board acting in good faith may, at its option, at any time
prior to the occurrence of a Flip-in Event, elect to redeem all the Rights at a
redemption price of $0.01 per Right ("Redemption Price"), adjusted as set out
in the Agreement.  The Board may also, upon notice delivered to the Rights
Agent, determine to waive the application of the provisions of the Flip-in
Event section of the Agreement to a particular Flip-in Event, but only if such
Flip-in Event would occur as a result of a Take-Over Bid made by way of the
Take-Over Bid circular to all holders of Voting Shares of record.  However, the
waiver will automatically be deemed to be a waiver of the application of such
provisions to any other Flip-in Event that would occur as a result of a
Take-Over Bid made by means of a Take-Over Bid circular to all holders of
Voting Shares of record prior to the expiration of any Take-Over Bid for which
a waiver is granted.

     Furthermore, in the event that prior to the occurrence of a Flip-in Event
a Person acquires outstanding Voting Shares, pursuant to a Permitted Bid, a
Competing Permitted Bid or an Exempt Acquisition, then the Board will
immediately, upon the consummation of such acquisition, be deemed to have
elected to redeem the Rights at the Redemption Price.

     Any Person who makes a Take-Over Bid in compliance with the provisions of
a Permitted Bid or a Competing Permitted Bid will not become an Acquiring
Person.  The requirements of a Permitted Bid include the following:

- -    the Take-Over Bid, which may be for all or part of the Voting Shares, must
     be made to all holders, other than the Person making the Take-Over Bid;

- -    the Take-Over Bid must remain outstanding for a minimum period of 75 days
     after which period the Voting Shares may be taken up and paid for only if
     more than 50% of the Voting Shares held by Independent Shareholders have
     been tendered and not withdrawn;

- -    if more than 50% of the Voting Shares held by Independent Shareholders have
     been tendered and not withdrawn, a public announcement of this fact must be
     made and the Take-Over Bid must then remain open for an additional 10 days.

- -    A Competing Permitted Bid may proceed:

     -    if it is made before the expiration of the initial Permitted Bid;

     -    if it satisfies all the conditions of a Permitted Bid; and


     -    provided that no Voting Shares will be taken up and paid for prior to
          the earlier of 21 days after the date of the Take-Over Bid and the
          75th day following the date of the initial Permitted Bid.

                                       14
<PAGE>   16
     We may, from time to time, amend the Agreement in order to correct a
clerical or typographical error with the approval of the Rights Agent but
without the consent of the holders of Rights or Voting Shares.  We may also
amend the Agreement in order to maintain the validity of the Agreement as a
result of a change in applicable legislation or regulation so long as this
change is approved by the Rights Agent and subsequently approved by the holders
of Voting Shares or Rights, as applicable.

     Until a Right is exercised, the holder will have no rights as a shareholder
including, without limitation, the right to vote or to receive dividends.

     The Board, on the advice of outside counsel, has the exclusive power and
authority to administer the Agreement and to exercise all rights and powers
specifically granted to the Board or to us including, subject to the consent of
the holders of Voting Shares or Rights, to redeem or not to redeem the Rights or
to amend the Agreement.

CERTAIN DEFINITIONS

"Voting Shares" means the Shares and any other shares entitled to vote generally
in the election of directors.

"Separation Time" means the close of business on the earlier of:

     -    10 days after a person or group of affiliated or associated persons
          ("Person") has acquired beneficial ownership of 20% or more of the
          Voting Shares (such Person being referred to as an "Acquiring Person")
          or

     -    the 10th day, or such later date as may be established by the Board at
          any time prior to any Person becoming an Acquiring Person, following
          the commencement of, or first public announcement of an intention to
          commence, a Take-Over Bid, other than a Permitted Bid or a Competing
          Permitted Bid.

"Flip-In Event" occurs when a Person becomes an Acquiring Person. Upon the
occurrence of a Flip-In Event, each Right (except for Rights beneficially owned
by an Acquiring Person, or a Person acting in concert with an Acquiring Person
or certain transferees of an Acquiring Person, which Rights shall be void) shall
constitute the right to receive from us (at the then current Exercise Price of
the Right) Shares having an aggregate Market Price on the date of consummation
or occurrence of such Flip-in Event equal to twice the Exercise Price.  For
example, if at the time of the Flip-in Event, the Exercise Price is $100 and the
Shares have a Market Price of $25, the holder of each Right will be entitled to
receive $200 in market value of the Shares (8 Shares) for $100, i.e. at a 50%
discount.

                                TAX CONSEQUENCES

CANADIAN TAXATION

     We have been advised by McCarthy Tetrault, our Canadian counsel, of the
following tax considerations under the laws of Canada and Quebec as currently in
effect and under the current administrative practices of the Canadian and Quebec
tax authorities:

     -    there will be no non-resident withholding taxes payable under the laws
          of Canada in respect of the debt securities or the interest thereon if
          (1) the debt security is not part of a series more than 25% of the
          principal amount of which we may under any circumstances (other than
          default or illegality) be obligated to pay within five years from the
          date of issue, and (2) the beneficial owner of the debt security is a
          person with whom we deal at arm's length;

     -    there will be no non-resident withholding taxes payable under the laws
          of Quebec in respect of the debt securities or any interest on the
          debt securities;

     -    there will be no taxes on income or capital gains payable under the 
          laws of

                                       15
<PAGE>   17
          Canada or of Quebec in respect of the debt securities or the interest
          on the debt securities by any owner who is not, and is not deemed to
          be, a resident of Canada and who does not, and is not deemed to, use
          or hold the debt securities in carrying on a business in Canada; and

     -    there will be no estate taxes or succession duties imposed by Canada
          or Quebec in respect of the debt securities or any interest on the
          debt securities.

     The prospectus supplement will specify if any of these considerations are
not applicable to a particular series of debt securities.

     Dividends paid on equity securities to shareholders residing in the United
States will generally be subject to a 15% Canadian non-resident withholding tax.

     Provided the equity securities do not constitute taxable Canadian property
to a shareholder, the shareholder will not be subject to tax in Canada or Quebec
on a disposition (other than to us as described below) of an equity security.

     Generally, the equity securities will not be taxable Canadian property to a
shareholder at a given date so long as such shareholder does not use or hold the
equity securities in connection with carrying on a business in Canada and the
shareholder, persons with whom such shareholder does not deal at arm's length,
or the shareholder and such persons, have not owned, or had under any option,
25% or more of the issued shares of any class or series of our capital stock at
any time within the five years preceding such date.

     A shareholder whose preference shares are redeemed will be deemed to have
received a dividend equal to the amount, if any, that the redemption proceeds
exceed the paid-up capital at the time of the share redemption; such a deemed
dividend will be subject to withholding tax as described above.

     Prospective investors should contact their own tax advisers for specific
advice relative to their particular tax situations.

UNITED STATES TAXATION

     The following discussion is based on the advice of Milbank, Tweed, Hadley
& McCloy LLP with respect to the United States federal income tax laws presently
in force.  The discussion summarizes certain United States federal income tax
consequences of an investment in the securities and assumes that the securities
will be capital assets in the hands of holders.  The accompanying prospectus
supplement sets forth any additional United States federal income tax
consequences applicable to particular securities.  Prospective investors should
consult their own tax advisers about the United States federal, state, local and
foreign tax consequences to them of an investment in the securities.

     As used here, "U.S. holder" means:

     -    a beneficial owner of securities that is a United States citizen or
          resident;

     -    a domestic corporation or partnership;

     -    an estate the income of which is subject to United States federal
          income taxation regardless of its source;

     -    a trust, if a court within the United States is able to exercise
          primary supervision over the administration of the trust and one or
          more United States persons have the authority to control all
          substantial decisions of the trust; or

     -    any other person with income from the securities that is effectively
          connected with a trade or business conducted through a fixed place of
          business in the United States.

     A debt security may bear original issue discount ("OID") to the extent that
its stated redemption price at maturity exceeds its issue price.  A U.S. holder
generally must include OID in income on a yield to maturity basis over 

                                       16
<PAGE>   18
the term of the debt security.  Interest and OID will be income from sources
outside the United States.

     Special rules for debt securities with OID and debt securities purchased
at a market discount or premium will be described in the applicable prospectus
supplement.

     Cash dividends paid on the equity securities (plus the amount of any
Canadian taxes withheld in respect of the dividend paid) generally will be
includible in the gross income of a U.S. holder as ordinary income.  Dividends
paid in Canadian dollars will be includible in a United States dollar amount
based on the exchange rate in effect on the date of receipt by the U.S. holder
or the U.S. holder's agent.  Canadian withholding tax on dividends will be
eligible, subject to generally applicable limitations and conditions, for credit
against a U.S. holder's federal income tax liability.

     A U.S. holder will recognize gain or loss on the sale or other disposition
of securities.  Gain or loss generally will equal the difference between a U.S.
holder's tax basis in the securities and the amount realized (not including any
amount attributable to accrued but unpaid interest, which will be treated as
ordinary interest income) by the holder on the sale or other disposition.
The gain or loss generally will be capital gain or loss, although certain
short-term debt securities and debt securities with market discount are
subject to special rules that will be described in the applicable prospectus
supplement. Any gain recognized by a U.S. holder will be treated as
United States source income.  If we must redeem the preference shares after
a specified period of time at a price higher than the issue price for
such shares, a U.S. holder may be required to include such premium
in income as a dividend over the period of time during which the
shares cannot be redeemed.

                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the fiscal year ended December 31, 1998 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given upon their authority as experts in auditing and
accounting.


                                 LEGAL OPINIONS

     Each of McCarthy Tetrault, Montreal, Quebec, Canada and Milbank, Tweed,
Hadley & McCloy LLP, New York, New York will issue an opinion about the
validity of the debt securities and equity securities.  Davis Polk & Wardwell,
New York, New York will issue an opinion on certain legal matters for 
the agents or underwriters.


                              PLAN OF DISTRIBUTION

     We may sell any series of securities:

- -    through underwriters or dealers;

- -    through agents; or

- -    directly to one or more purchasers.

The prospectus supplement will include:

- -    the initial public offering price;

- -    the names of any underwriters, dealers or agents;

- -    the purchase price of the securities;

- -    our proceeds from the sale of the securities;

- -    any underwriting discounts or agency fees and other underwriters'
     or agents' compensation;

- -    any discounts or concessions allowed or reallowed or paid to
     dealers; and

- -    the place and time of delivery of the securities.

     If underwriters are used in the sale, they will buy the securities for
their own account.  The underwriters may then resell the securities in one or
more transactions, at any time or times at a fixed public offering price or at
varying prices.

                                       17
<PAGE>   19
The underwriters may change from time to time any fixed public offering price
and any discounts or commissions allowed or re-allowed or paid to dealers.

     Underwriters, dealers and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act of 1933.
Any discounts or commissions that we pay them and any profit they receive when
they resell the securities may be treated as underwriting discounts and
commissions under that Act.  We may have agreements with underwriters, dealers
and agents to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute with respect to
payments which they may be required to make.

     Underwriters, dealers and agents may engage in transactions with us or
perform services for us in the ordinary course of business.

                                       18
<PAGE>   20
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

<TABLE>
<CAPTION>
<S>                                                            <C>
   Securities and Exchange Commission registration fee . .    $194,600
   Trustee fees and expenses . . . . . . . . . . . . . . .      25,000*
   Rating agency fee . . . . . . . . . . . . . . . . . . .     100,000*
   Listing fees. . . . . . . . . . . . . . . . . . . . . .      58,000*
   Printing and engraving. . . . . . . . . . . . . . . . .      85,000*
   Accounting fees . . . . . . . . . . . . . . . . . . . .      30,000*
   Legal fees. . . . . . . . . . . . . . . . . . . . . . .      75,000*
   Miscellaneous . . . . . . . . . . . . . . . . . . . . .       8,400*
                                                              --------
     Total . . . . . . . . . . . . . . . . . . . . . . . .    $576,000*
                                                              ========
</TABLE>
    _____________________
    * Estimated


Item 15. Indemnification of Directors and Officers.


     The Canada Business Corporations 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 or of a derivative action taken by a shareholder on behalf
of 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.
This 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
<PAGE>   21
     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 of its subsidiaries against certain liabilities which might be
incurred by them in their capacities as such, but excluding those claims for
which such insured persons could be indemnified by the Company or its
subsidiaries.


Item 16. Exhibits

     1.1  Form of Underwriting Agreement.


     4.1  Indenture dated as of May 15, 1983 between the Company and Bankers
          Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
          the Company's Registration Statement on Form S-3 (No. 33-29761) filed
          with the Commission on July 7, 1989).


     4.2  First Supplemental Indenture dated as of January 1, 1986 to the
          Indenture dated as of May 15, 1983 between the Company and Bankers
          Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to
          the Company's Registration Statement on Form S-3 (No. 33-29761) filed
          with the Commission on July 7, 1989).


     4.3  Second Supplemental Indenture dated as of June 30, 1989 to the
          Indenture dated as of May 15, 1983 between the Company and Bankers
          Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 to
          the Company's Registration Statement on Form S-3 (No. 33-29761) filed
          with the Commission on July 7, 1989).


     4.4  Third Supplemental Indenture dated as of July 19, 1989 to the
          Indenture dated as of May 15, 1983 between the Company and Bankers
          Trust Company, as Trustee (incorporated by reference to Exhibit (4)(a)
          to the Company's Current Report on Form 8-K dated July 26, 1989 filed
          with the Commission on July 26, 1989 (Commission File Number 1-3677)).


     4.5  Fourth Supplemental Indenture dated as of July 17, 1990 to the
          Indenture dated as of May 15, 1983 between the Company and Bankers
          Trust Company, as Trustee (incorporated by reference to Exhibit 4.5 to
          the Company's Registration Statement on Form S-3 (No. 33-35977) filed
          with the Commission on July 20, 1990).


     4.6  Fifth Supplemental Indenture dated as of January 1, 1995 to the
          Indenture dated May 15, 1983 between the Company and Bankers Trust
          Company, as Trustee.


     4.7  Specimen Form of Debt Security (included in Exhibit 4.1).


                                      II-2
<PAGE>   22
     4.8  Specimen Form of Common Share Certificate (incorporated by reference
          to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
          year ended December 31, 1989 filed with the Commission on March 29,
          1990 (Commission File Number 1-3677)).


     5.1  Opinion of McCarthy Tetrault.


     5.2  Opinion of Milbank, Tweed, Hadley & McCloy LLP.


     12.1 Computation of ratios of earnings to fixed charges (generally accepted
          accounting principles in Canada).


     12.2 Computation of ratios of earnings to fixed charges (generally accepted
          accounting principles in the United States).


     12.3 Computation of ratios of earnings to combined fixed charges and
          preferred stock dividends (generally accepted accounting principles in
          Canada).


     12.4 Computation of ratios of earnings to combined fixed charges and
          preferred stock dividends (generally accepted accounting principles in
          the United States).


     23.1 Consent of PricewaterhouseCoopers LLP. 

     23.2 Consent of McCarthy Tetrault (included in Exhibit 5.1). 

     23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in 
          Exhibit 5.2).

     24.1 Powers of Attorney executed by persons who signed this Registration
          Statement on behalf of the Company.


     25.1 Statement of Eligibility and Qualification on Form T-1 of Bankers
          Trust Company, as Trustee under the Indenture.


Item 17. 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 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

                                      II-3
<PAGE>   23
     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 Section 13 or Section 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 hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 the
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, 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 Act 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 Act and
will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>   24
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 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 the 19th day
of April, 1999.

                                     ALCAN ALUMINIUM LIMITED


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


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

<TABLE>
<CAPTION>
        Signature               Title                                Date

<S>                             <C>                              <C>
                                 Director                         April 19, 1999
- -----------------------------
      Sonja I. Bata

                                 Director                         April 19, 1999
- -----------------------------
      W.R.C. Blundell


   /s/ Jacques Bougie*           Director, President and Chief    April 19, 1999
- -----------------------------    Executive Officer         
       Jacques Bougie            (Principal Executive Officer)


   /s/ Warren Chippindale*       Director                         April 19, 1999
- -----------------------------
       Warren Chippindale


   /s/ Travis Engen*             Director                         April 19, 1999
- -----------------------------
       Travis Engen


   /s/ John R. Evans*            Chairman of the Board            April 19, 1999
- -----------------------------
       John R. Evans


                                 Director                         April 19, 1999
- -----------------------------
     Allan E. Gotlieb


   /s/ J.E. Newall*              Director                         April 19, 1999
- -----------------------------
       J.E. Newall


   /s/ Peter H. Pearse*          Director                         April 19, 1999
- -----------------------------
       Peter H. Pearse
</TABLE>
                                      II-6
<PAGE>   25
<TABLE>
<S>                              <C>                             <C>
    /s/ Sir George Russell*      Director                         April 19, 1999
- -----------------------------
        Sir George Russell


    /s/ Guy Saint-Pierre*        Director                         April 19, 1999
- -----------------------------
        Guy Saint-Pierre


    /s/ Gerhard Schulmeyer*      Director                         April 19, 1999
- -----------------------------
        Gerhard Schulmeyer


                                 Director                         April 19, 1999
- -----------------------------
       Paul M. Tellier


    /s/ Suresh Thadhani*         Executive Vice President and     April 19, 1999
- -----------------------------    Chief Financial Officer
        Suresh Thadhani          (Principal Financial Officer)


    /s/ Richard Genest*          Chief Accountant (Principal      April 19, 1999
- -----------------------------    Accounting Officer)
        Richard Genest             


    /s/ William H. Jairrels*     Authorized Representative in     April 19, 1999
- -----------------------------    the United States of America
        William H. Jairrels


    /s/ Sanford Yosowitz*        Authorized Representative in     April 19, 1999
 -----------------------------   the United States of America
        Sanford Yosowitz


*By /s/ Serge Fecteau
    ---------------------------------
    Serge Fecteau as Attorney-in-fact
</TABLE>

                                      II-6

<PAGE>   26



                                 EXHIBIT INDEX
                                  Description


<TABLE>
<CAPTION>
Exhibit
  No.                                                                       Page
<S>      <C>                                                                <C>

1.1    Form of Underwriting Agreement.
         

4.1    Indenture dated as of May 15, 1983 between the Company and Bankers
       Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
       the Company's Registration Statement on Form S-3 (No. 33-29761) filed
       with the Commission on July 7, 1989).


4.2    First Supplemental Indenture dated as of January 1, 1986 to the
       Indenture dated as of May 15, 1983 between the Company and Bankers Trust
       Company, as Trustee (incorporated by reference to Exhibit 4.2 to the
       Company's Registration Statement on Form S-3 (No. 33-29761) filed with
       the Commission on July 7, 1989).


4.3    Second Supplemental Indenture dated as of June 30, 1989 to the
       Indenture dated as of May 15, 1983 between the Company and Bankers Trust
       Company, as Trustee (incorporated by reference to Exhibit 4.3 to the
       Company's Registration Statement on Form S-3 (No. 33-29761) filed with
       the Commission on July 7, 1989).


4.4    Third Supplemental Indenture dated as of July 19, 1989 to the Indenture
       dated as of May 15, 1983 between the Company and Bankers Trust Company,
       as Trustee (incorporated by reference to Exhibit (4)(a) to the Company's
       Current Report on Form 8-K dated July 26, 1989 filed with the Commission
       on July 26, 1989 (Commission File Number 1-3677)).


4.5    Fourth Supplemental Indenture dated as of July 17, 1990 to the
       Indenture dated as of May 15, 1983 between the Company and Bankers Trust
       Company, as Trustee (incorporated by reference to Exhibit 4.5 to the
       Company's Registration Statement on Form S-3 (No. 33-35977) filed with
       the Commission on July 20, 1990).


4.6    Fifth Supplemental Indenture dated as of January 1, 1995 to the
       Indenture dated May 15, 1983 between the Company and Bankers Trust
       Company, as Trustee.


4.7    Specimen Form of Debt Security (included in Exhibit 4.1).


4.8    Specimen Form of Common Share Certificate (incorporated by reference to
       Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year
       ended December 31, 1989 filed with the Commission on March 29, 1990
       (Commission File Number 1-3677)).


5.1    Opinion of McCarthy Tetrault.


5.2    Opinion of Milbank, Tweed, Hadley & McCloy LLP.

</TABLE>
                                      II-7
<PAGE>   27
     12.1 Computation of ratios of earnings to fixed charges (generally accepted
          accounting principles in Canada).


     12.2 Computation of ratios of earnings to fixed charges (generally accepted
          accounting principles in the United States).


     12.3 Computation of ratios of earnings to combined fixed charges and
          preferred stock dividends (generally accepted accounting principles in
          Canada).


     12.4 Computation of ratios of earnings to combined fixed charges and
          preferred stock dividends (generally accepted accounting principles in
          the United States).


     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of McCarthy Tetrault (included in Exhibit 5.1).

     23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in 
          Exhibit 5.2).


     24.1 Powers of Attorney executed by persons who signed this Registration
          Statement on behalf of the Company.


     25.1 Statement of Eligibility and Qualification on Form T-1 of Bankers
          Trust Company, as Trustee under the Indenture.

                                      II-8

<PAGE>   1
                                                                     Exhibit 1.1

                                                                          , 1999

[Managing Underwriters]

Ladies and Gentlemen:

     Alcan Aluminium Limited, a Canadian corporation (the "Company"), proposes
to issue U.S. $       in principal amount of its     % Debentures due
,     , (the "Securities") to be issued pursuant to the provisions of the
Indenture dated as of May 15, 1983, as supplemented (as so supplemented, the
"Indenture"), between the Company and Bankers Trust Company, as Trustee (the
"Trustee"). The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement including a prospectus relating to
up to U.S. $800,000,000 in principal amount of debt securities and will file
with, or mail for filing to, the Commission a prospectus supplement specifically
relating to the Securities pursuant to Rule 424 under the Securities Act of
1933. The term "Registration Statement" means the registration statement as
amended to the date hereof. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement specifically relating to the
Securities, as filed with, or mailed for filing to, the Commission pursuant to
Rule 424. The term "preliminary prospectus" means a preliminary prospectus
supplement specifically relating to the Securities together with the Basic
Prospectus. As used herein, the terms "Registration Statement", "Basic
Prospectus", and "premilinary prospectus" shall include in each case the
material incorporated by reference therein.

                                       I.

     The Company hereby agrees to sell to the several Underwriters named in
Schedule A hereto and the Underwriters, upon the basis of the representations
and warranties herein contained, but subject to the conditions hereinafter
stated, agree to purchase from the Company, severally and not jointly, the
principal amounts of the Securities set forth below opposite their names in
Schedule A  at,     % of the principal amount (the "Purchase Price") and accrued
interest from        1999, to the date of payment and delivery.

     As compensation for the services of the Underwriters in connection with the
transactions contemplated by this Agreement for investment banking and advisory
services rendered to the Company by the Underwriters, and for the Underwriters
acting as financial advisors to the Company, assisting in the preparation of the
Prospectus and the prospectus supplement, managing the sale of the Securities
and distributing the Securities to the public both directly and through brokers
and dealers, the Company hereby agrees to pay to the Underwriters, on the
Closing Date (as defined below), a commission in the amount of U.S.$      . Such
commission shall be paid to the Underwriters by wire transfer of immediately
available funds to an account specified by       . Such commission shall be paid
without set-off or counterclaim, and free and clear of, and without deduction or
withholding for or on account of, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature, imposed by Canada
or any Province or Territory thereof, or by any department, agency or other
political subdivision or taxing authority either thereof or therein, and all
interest, penalties or similar liabilities with respect thereto ("Canadian
Taxes"). If any Canadian Taxes are required by law to be deducted or withheld in
connection with the payment of such commission, the Company will increase the
amount paid to 


<PAGE>   2
the Underwriters so that the Underwriters receive the full amount of such
commission. The obligations of the Company contained in this paragraph shall
survive the delivery of the Securities to the Underwriters.

                                      II.

     The Company is advised by you that the Underwriters propose to make a
public offering of their respective portions of the Securities as soon after
this Agreement is entered into as in your judgment is advisable. The Company is
further advised by you that the Securities are to be offered to the public
initially at    % of the principal amount (the "Public Offering Price") and
accrued interest, and to certain dealers at a price which represents a
concession of not in excess of   % of the principal amount under their Public
offering Price; that the Underwriters and such dealers may allow a discount, not
in excess of   % of the principal amount, to certain other dealers; and that the
Public Offering Price and concession and discount to dealers may be changed by
the Underwriters.

     Each Underwriter represents that it has not offered or sold, and agrees
that it will not offer or sell, any of the Securities purchased by it hereunder,
directly or indirectly, in Canada in contravention of the securities laws of
Canada or of any Province or Territory thereof.

                                      III.

     Payment for the Securities shall be made by wire transfer of immediately
available funds to an account specified by the Company. Delivery to 
the Underwriters of the Securities in global form and registered in the name of 
the Depository Trust Company or its nominee shall take place at the office of 
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, at 
10:00 o'clock A.M., New York time, on                , or at such other time on
the same or such other date, not later                    , as shall be 
designated by you and the Company. The time and date of such payment and 
delivery are herein referred to as the "Closing Date".

                                      IV.

     The several obligations of the Underwriters hereunder are subject to the
following conditions:

     (a) (i) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission; (ii) there shall not have
occurred any downgrading in the rating accorded any debt securities of the
Company by Standard & Poor's Corporation or Moody's Investors Service, Inc., or
any public announcement by either such organization of an intended or potential
downgrading; and (iii) there shall have been no material adverse change (not in
the ordinary course of business) in the condition of the Company and its
subsidiaries, taken as a whole, from that set forth in the Prospectus; and you
shall have received, on the Closing Date, a certificate, dated the Closing Date
and signed by an officer of the Company, to the foregoing effect. The officer
making such certificate may rely upon the best of his knowledge as to
proceedings pending or threatened.

                                       2
<PAGE>   3
     (b)  You shall have received on and as of the Closing Date a favorable
opinion of McCarthy Tetrault, Canadian counsel for the Company, to the effect
that:

          (i)    the Company has been duly incorporated and is validly existing
as a corporation under the laws of Canada and has received a certificate of
compliance dated as of a recent date under the Canada Business Corporations Act;

          (ii)   the Indenture has been duly authorized, executed and delivered
by the Company and constitutes a valid and binding agreement of the Company;

          (iii)  the Securities have been authorized by all necessary corporate
action and, when executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters pursuant to this
Agreement, will constitute valid and binding obligations of the Company;

          (iv)   this Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company, except as
rights to indemnity and contribution hereunder may be limited by applicable law;

          (v)    no consent, approval or authorization of, or registration,
recordation or filing with, any governmental body in Canada is required for the
issuance and sale of the Securities to the Underwriters pursuant to this
Agreement and the Indenture, except such as have been obtained under the Canada
Business Corporations Act and the Securities Act (Quebec);

          (vi)   neither the issuance and sale of the Securities hereunder nor
the fulfillment of the terms thereof will contravene any provision of applicable
law in Canada or the Restated Articles of Incorporation or By-law of the
Company;

          (vii)  no registration of the Securities under the securities and
other similar laws of Canada or of any Province or Territory of Canada or of any
political subdivision thereof, and no approval, permit, order or filing
thereunder, is required in connection with the authorization, execution,
delivery and performance by the Company of this Agreement and the issue, offer
and sale (other than in Canada) of the Securities in the manner contemplated by
this Agreement except for any approval which has been obtained and filings which
have been made under the Canada Business Corporations Act and the Securities Act
(Quebec);

          (viii) no taxes are payable under the laws of Canada or of any
Province or Territory of Canada in connection with the execution and delivery of
the Indenture or the issuance of the Securities in accordance with this
Agreement;

          (ix)   no registration, recording or filing of the Indenture is
required under the laws of Canada or of any Province or Territory of Canada or
of any political subdivision thereof in connection with the authorization,
execution, delivery and performance by the Company of the Indenture except for
an exemption which has been obtained and filings which have been made under the
Canada Business Corporations Act;

                                       3

 







         
<PAGE>   4
          (x)    as of the Closing Date, their opinion as set forth in the 
Prospectus under the caption "Canadian Taxation" is true and correct; and

          (xi)   as of the Closing Date, their opinion as summarized in the 
Prospectus regarding enforceability of U.S. securities laws is true and correct;

     (c)  You shall have received on and as of the Closing Date a favorable 
opinion of                    Esq., Counsel of the Company, to the effect that:

          (i)    the Company has been duly incorporated and is validly existing 
as a corporation under the laws of Canada, has received a certificate of 
compliance dated as of a recent date under the Canada Business Corporations Act 
and is duly qualified to transact business and is in good standing in each 
jurisdiction in which the conduct of its business or the ownership or leasing 
of its property requires such qualification and in which failure to qualify 
would have a material adverse effect on the businesses, operations, properties 
or financial condition of the Company and its subsidiaries taken as a whole 
(such counsel being entitled to rely in respect of the opinion in this clause 
upon opinions of local counsel and in respect of matters of fact upon 
certificates or representations of officers or senior employees of the Company, 
provided that such counsel shall state that he believes that both you and he 
are justified in relying upon such opinions, certificates and representations);

          (ii)   neither the issuance and sale of the Securities hereunder nor 
the fulfillment of the terms thereof will contravene any provision of 
applicable law in Canada or the Restated Articles of Incorporation or By-law of 
the Company or, to the best knowledge of such counsel, any agreement or other 
instrument binding upon the Company;

          (iii)  except as set forth in the Prospectus and the documents 
incorporated by reference therein, there are no material pending legal 
proceedings known to such counsel to which the Company or any of its 
subsidiaries is a party or of which property of the Company or any of its 
subsidiaries is the subject and to the best knowledge of such counsel no such 
proceeding is contemplated;

          (iv)   the statements in the Prospectus under the captions 
"Description of Securities" and "Description of the Debentures" and in the 
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 
1998, as amended, under the caption "Item 3 -- Legal Proceedings", insofar as 
such statements constitute a summary of the documents and proceedings referred 
to therein, fairly present the information called for with respect to such 
documents and proceedings; and

          (v)    such counsel has no reason to believe that the Registration 
Statement on the date it became effective and the Prospectus on the date of 
this Agreement (in either case, as amended or supplemented, if applicable, and 
except for the financial statements and schedules included therein, as to which 
such counsel need express no belief) contained any untrue statement of a 
material fact or omitted to state a material fact required to be stated therein 
or necessary to make the statements therein not misleading, or that the 
Prospectus (as amended or supplemented, if applicable, except for the financial 
statements and schedules included therein, as to which such counsel need 
express no belief) contains any untrue statement of a material fact or omits to 
state a   

                                       4
<PAGE>   5
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

     (d)  You shall have received on and as of the Closing Date a favorable
opinion or opinions of Milbank, Tweed, Hadley & McCloy, United States counsel
for the Company, covering the matters in (ii), (iii) and (iv) of (b) above, in
(iii) and (v) of (c) above and to the effect that:

          (i)    the Registration Statement has become effective under the
Securities Act of 1933 and the Indenture has been duly qualified under the Trust
Indenture Act of 1939 and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending or
threatened;

          (ii)   the statements in the Prospectus under the captions
"Description of Securities", "Description of the Debentures", and "Plan of
Distribution", insofar as such statements constitute a summary of the documents
referred to therein, fairly present the information called for with respect
thereto;

          (iii)  no consent, approval or authorization of, or registration,
recordation or filing with, any governmental body in the United States is
required for the execution, delivery and performance of this Agreement and the
Indenture or the issuance and sale of the Securities to the Underwriters
pursuant to this Agreement and the Indenture, except such as have been obtained
under the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, and such as may be required under the securities or Blue Sky
laws of any jurisdiction in connection with the purchase and distribution of
the Securities by the Underwriters;

          (iv)   such counsel is of the opinion that (A) each document filed
pursuant to the Securities Exchange Act of 1934 (except for the financial
statements and schedules included therein, as to which such counsel need express
no opinion) and incorporated by reference in the Prospectus complied when so
filed as to form in all material respects with the Securities Exchange Act of
1934, together with the applicable rules and regulations of the Commission
thereunder and (B) the Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements included
therein, as to which such counsel need express no opinion) comply as to form in
all material respects with the Securities Act of 1933 and the rules and
regulations of the Commission thereunder;

          (v)    such counsel does not know of any contract or other document of
a character required to be filed as an exhibit to the Regulation Statement or
required to be described in the Registration Statement and the Prospectus which
is not filed or described as required; and

          (vi)   neither the issuance and sale of the Securities hereunder nor
the fulfillment of the terms thereof will contravene, to the best knowledge of
such counsel, any agreement or other instrument for borrowed money binding upon
the Company.

     (e)  You shall have received on the Closing Date an opinion of Davis Polk &
Wardwell, counsel for the Underwriters, dated the Closing Date, covering the
matters in (ii), (iii) and (iv) in (b) above, in (v) in (c) above and in (i),
(ii) and (iv)(B) of (d) above.


                                       5
<PAGE>   6
     It is understood that Milbank, Tweed, Hadley & McCloy and Davis Polk &
Wardwell may base their opinions as to all matters relating to the laws of
Canada or any Province or Territory thereof upon the opinions of McCarthy
Tetrault and Roy Millington, Esq. It is further understood that McCarthy
Tetrault and Roy Millington, Esq. may, except to the extent specified above,
limit their opinions to the Federal laws of Canada and, for the opinion of Roy
Millington, Esq., the laws of the Province of Quebec and, for the opinion of
McCarthy Tetrault, the laws of the Provinces of Quebec, Ontario and Alberta, and
may base their opinions upon (i) the opinions of local counsel as to all matters
relating to Canadian law other than such Federal and provincial laws and (ii)
the opinion of Milbank, Tweed, Hadley & McCloy as to all matters relating to the
laws of the United States or the State of New York. Counsel may state that with
respect to (c) (v) and (d) (iv) (B) and (v) above their belief or opinion, as
the case may be, is based upon their participation in the preparation of the
Registration Statement and the Prospectus and any supplements and amendments
thereto and review and discussion of the contents thereof, but is without
independent check or verification except as specified.

     (f)  You shall have received on the Closing Date a letter dated the Closing
Date, in form and substance satisfactory to you, from Pricewaterhouse Coopers
LLP, independent public accountants, containing statements and information of
the type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in or incorporated by reference in the Registration Statement and the
Prospectus.

                                       V.

     In further consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:

     (a)  to furnish you, without charge, three signed copies of the
Registration Statement (including exhibits and documents incorporated by
reference therein) and to each other Underwriter a copy of the Registration
Statement (without exhibits but including documents incorporated by reference
therein) and, during the period mentioned in paragraph (c) below, as many copies
of the Prospectus, the documents incorporated by reference therein and any
supplements and amendments thereto as you may reasonably request. The terms
"supplement" and "amendment" or "amend" as used in this Agreement shall include
all documents filed by the Company after the date of the Basic Prospectus
pursuant to the Securities Exchange Act of 1934, which are deemed to be
incorporated by reference in the Registration Statement and the Prospectus;

     (b)  before amending or supplementing the Registration Statement or the
Prospectus with respect to the Securities, to furnish you a copy of each such
proposed amendment or supplement;

     (c)  if, during such period after the first date of the public offering of
the Securities as in the opinion of your counsel the Prospectus is required by
law to be delivered in connection with sales by an Underwriter or dealer, any
event shall occur as a result of which it is necessary to amend or supplement
the Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if it is necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its

                                       6
<PAGE>   7
own expense,to the Underwriters and to the  dealers (whose names and addresses
you will furnish to the Company) to which Securities may have been sold by you
on behalf of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus will comply with law;

     (d)  to endeavor to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions of the United States as
you shall reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualification and in
connection with the determination of the eligibility of the Securities for
investment under the laws of such jurisdictions as you may designate; provided,
however, that the Company shall not be required to qualify as a foreign
corporation or file a general consent to service of process in any jurisdiction;

     (e)  to make generally available to the Company's security holders
as soon as practicable an earnings statement covering a twelve-month period
beginning after the date hereof, which shall satisfy the provisions of Section
11(a) of the Securities Act of 1933 and the rules and regulations of the
Commission thereunder; and

     (f)  during the period beginning on the date hereof and continuing
to and including the Closing Date, not to offer, sell, contract to sell or
otherwise dispose of any United States dollar-denominated debt securities of the
Company which are substantially similar to the Securities, without your prior
consent, which consent shall not be unreasonably withheld.

                                      VI.

     The Company represents and warrants to each Underwriter that (i) each
document filed or to be filed pursuant to the Securities Exchange Act of 1934
and incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with such Act and the rules and regulations
thereunder, (ii) each part of the registration statement (including the
documents incorporated by reference therein), filed with the Commission pursuant
to the Securities Act of 1933 relating to the Securities, when such part became
effective, did not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) each preliminary prospectus, if any,
filed pursuant to Rule 424 under the Securities Act of 1933 complied when so
filed in all material respects with such Act and the applicable rules and
regulations thereunder, (iv) the Registration Statement and the Prospectus
comply and, as amended or supplemented, if applicable, will comply in all
material respects with the Securities Act of 1933 and the applicable rules and
regulations thereunder and (v) the Prospectus does not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; except that these representations
and warranties do not apply to statements or omissions in the Registration
Statement, any preliminary prospectus or the Prospectus based upon information
furnished to the Company in writing by any Underwriter expressly for use
therein.


                                       7
<PAGE>   8
     The Company agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities
Exchange Act of 1934, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any preliminary
prospectus or the Prospectus (if used within the period set forth in paragraph
(c) of Article V hereof and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by any Underwriter expressly for
use therein; provided that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities or of any person controlling such Underwriter, if a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.

     Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its Directors, its Officers and its authorized
representative or representatives in the United States who sign the Registration
Statement and any person controlling the Company to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in writing by
such Underwriter expressly for use in the Registration Statement, any
preliminary prospectus or the Prospectus.

     In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties. Such
firm shall be designated in writing by you in the case of parties indemnified
pursuant to the second preceding paragraph and by the Company in the case of
parties indemnified pursuant to the first

                                       8



<PAGE>   9
preceding paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if 
settled with such consent or if there be a final judgment for the plaintiff, 
the indemnifying party agrees to indemnify the indemnified party from and 
against any loss or liability by reason of such settlement or judgment.

     If the indemnification provided for in the second and third paragraphs of
this Article VI is unavailable as a matter of law to an indemnified party in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under either such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company and of the
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VI were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VI, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act of 1933) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Article VI are several in proportion
to their respective underwriting percentages (as defined in the Agreement Among
Underwriters) and not joint.


                                       9

<PAGE>   10
     The indemnity and contribution agreements contained in this Article VI and
the representations and warranties of the Company in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling the Company and (iii) acceptance of and payment for the
Securities.

     The Company agrees that any legal suit, action or proceeding brought by any
Underwriter to enforce the indemnity or contribution agreements contained in
this Article VI may be instituted in any state or Federal court in The City of
New York, State of New York, waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding. The Company hereby irrevocably designates and
appoints CT Corporation System (or any successor corporation) as the Company's
authorized agent to accept and acknowledge on its behalf service of any and all
process which may be served in any such suit, action or proceeding in any such
court and agrees that service of process upon CT Corporation System (or said
successor corporation) at its office at 1633 Broadway, New York, New York 10019
(or such other address in the Borough of Manhattan, The City of New York, as the
Company may designate by written notice to you) and written notice of said
service to the Company, mailed or delivered to Alcan Aluminium Limited, 1188
Sherbrooke Street West, Montreal, Quebec, Canada, H3A 3G2, Attn.: Secretary,
shall be deemed in every respect effective service of process upon the Company
in any such suit, action or proceeding and shall be taken and held to be valid
personal service upon the Company. Said designation and appointment shall be
irrevocable until the principal of and interest on the Securities and all other
sums owing by the Company in accordance with the provisions of the Securities
and the Indenture have been paid in full by the Company in accordance with the
provisions thereof. The Company agrees to take all action as may be necessary to
continue the designation and appointment of CT Corporation System or any
successor corporation in full force and effect so that the Company shall at all
times have an agent for service of process for the above purposes in The City of
New York, State of New York, United States of America. Nothing in this Article
VI shall affect the right of any Underwriter to serve process in any manner
permitted by law or limit the right of any Underwriter to bring proceedings
against the company in the courts of any jurisdiction or jurisdictions.

                                      VII.

     If, on the Closing Date, any one or more of the Underwriters shall fail or
refuse to purchase the Securities which it or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities, the other Underwriters shall be obligated, severally in the
propositions which the amounts of Securities set forth opposite their names in
Schedule A hereto bear to the aggregate principal amount of Securities set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase; provided
that in no event shall the principal amount of Securities which any Underwriter
has agreed to purchase pursuant to Article I be increased pursuant to this
Article VII by an amount in excess of one-ninth of such principal amount of
Securities, without the written consent of such Underwriter.


                                       10



 

<PAGE>   11
     If, on the Closing Date, any Underwriter or Underwriters shall fail or
refuse to purchase Securities which it or they agreed to purchase hereunder, and
the aggregate principal amount of Securities with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of the
Securities and arrangements satisfactory to you and the Company for the purchase
of such Securities are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or of the Company. In any such case either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Prospectus or in
any other documents or arrangements may be effected. Any action taken under this
paragraph or any such termination shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this
Agreement.

     This Agreement shall be subject to termination in your absolute discretion,
by notice given to the Company, if prior to the Closing Date (i) trading in
securities generally in the New York Stock Exchange shall have been suspended or
materially limited, (ii) a general moratorium on commercial banking activities
in New York shall have been declared by either Federal or New York State
authorities or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to the make it, in your
judgment, impracticable to market the Securities.

     If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by them in connection with the Securities.

     This Agreement may be executed in one or more counterparts and it is not
necessary that signatures of all parties appear on the same counterpart, but
such counterparts together shall constitute but one and the same agreement.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

                                         Very truly yours,

                                         ALCAN ALUMINIUM LIMITED

                                         By:
                                            -----------------------------------


Accepted,           , 1999

By:
   -----------------------------------


                                       11
<PAGE>   12

                                   SCHEDULE A

<TABLE>
<CAPTION>

                                                           Principal
                                                          Amount of the
         Name                                              Securities
         ----                                              ----------
<S>                                                       <C>

</TABLE>

<PAGE>   1
                                                                     Exhibit 4.6

                            ALCAN ALUMINIUM LIMITED


                                      and


                             BANKERS TRUST COMPANY,
                                    Trustee


                        ________________________________


                          Fifth Supplemental Indenture
                          Dated as of January 1, 1995

                        ________________________________


                              Supplemental to the
                      Indenture dated as of May 15, 1983,
                           as supplemented by a First
                          Supplemental Indenture dated
                             as of January 1, 1986,
                             a Second Supplemental
                             Indenture dated as of
                                June 30, 1989, a
                               Third Supplemental
                             Indenture dated as of
                               July 19, 1989, and
                             a Fourth Supplemental
                             Indenture dated as of
                                 July 17, 1990


<PAGE>   2
     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1995, between
Alcan Aluminium Limited, a corporation duly organized and existing under the
laws of Canada (the "New Issuer"), and Bankers Trust Company, a banking
corporation duly organized and existing under the laws of the State of New York
(the "Trustee"),


                               W I T N E S S T H:


     WHEREAS, Alcan Aluminium Limited, a corporation duly organized and existing
under the laws of Canada (the "Old Issuer"), has duly authorized the issue from
time to time of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of the Indenture dated as of May 15, 1983 between the Old Issuer
and the Trustee, as amended by the First Supplemental Indenture thereto dated as
of January 1, 1986, a Second Supplemental Indenture thereto dated as of June 30,
1989, a Third Supplemental Indenture thereto dated as of July 19, 1989, and a
Fourth Supplemental Indenture thereto dated as of July 17, 1990 (as so amended,
the "Indenture"), and to provide, among other things, for the authentication,
delivery and administration thereof, the Old Issuer duly authorized the
execution and delivery of the Indenture;


     WHEREAS, ten series of Securities, the Old Issuer's $100,000,000 in
aggregate principal amount of 9 7/8% Debentures Due 1998, the Old Issuer's
$150,000,000 in aggregate principal amount of 9 5/8% Sinking Fund Debentures Due
2019, the Old Issuer's $100,000,000 in aggregate principal amount of 9 1/2%
Debentures Due 2010, the Old Issuer's $150,000,000 in aggregate principal amount
of 9.40% Debentures Due 1995, the Old Issuer's $125,000,000 in aggregate
principal amount of 9.70% Debentures Due 1996, the Old Issuer's $150,000,000 in
aggregate principal amount of 9.20% Debentures Due 2001, the Old Issuer's
$125,000,000 in aggregate principal amount of 9.10% Debentures Due 1998, the Old
Issuer's $150,000,000 in aggregate principal amount of 8.20% Debentures Due
1996, the Old Issuer's $150,000,000 in aggregate principal amount of 8 7/8%
Debentures Due 2022, and the Old Issuer's $150,000,000 in aggregate principal
amount of 5 7/8% Debentures Due 2000, have been issued pursuant to the
Indenture;


     WHEREAS, pursuant to a vertical short-form amalgamation effected under the
Canada Business Corporations Act on the date hereof (the "Amalgamations"), Alcan
Aluminium Holdings Limited, a wholly-owned subsidiary of the Old Issuer
("Holdings") was amalgamated with the Old Issuer, with the corporation resulting
from the Amalgamation being the New Issuer;


     WHEREAS, Section 9.1 of the Indenture provides that the Old Issuer shall
not amalgamate with any other corporation unless, INTER ALIA, the corporation
formed by such amalgamation expressly assumes by supplemental indenture the due
and punctual payment of the principal of and interest on all the Securities and
the performance of every covenant of the Indenture to be performed or observed
by the Old Issuer; and


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


     NOW, THEREFORE,


     In consideration of the premises and of the covenants contained in the
Indenture, the New Issuer has executed and delivered this Fifth Supplemental
Indenture.

<PAGE>   3
SECTION 1. DEFINITIONS.


     All references to the "Issuer" shall, pursuant to the definition thereof in
Section 1.1 of the Indenture, hereafter mean the New Issuer.


SECTION 2. ASSUMPTION OF OBLIGATIONS.


     The New Issuer, as the corporation resulting from the Amalgamation and
successor corporation to the Old Issuer under Section 9.3 of the Indenture,
hereby assumes the performance of every covenant to be performed or observed by
the Old Issuer under the Indenture and the due and punctual payment of the
principal of and interest on all the Securities outstanding on the date hereof.


SECTION 3. RATIFICATION OF THE INDENTURE.


     As hereby amended and supplemented, the Indenture is hereby ratified and
its provisions confirmed in all respects. The recitals contained herein shall be
taken as the statements of the New Issuer and the Trustee assumes no
responsibility for the correctness of such recitals. The Trustee makes no
representation as to the validity of this Fifth Supplemental Indenture.


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


                                            ALCAN ALUMINIUM LIMITED


                                            By /s/ P.K. Pal 
                                              -----------------------------
                                              Title: Vice President


(Corporate Seal)


Attest:


By /s/ Serge Fecteau
  -----------------------------
  Title: Assistant Secretary


                                            BANKERS TRUST COMPANY, as Trustee


                                            By /s/ 
                                              -------------------------------
                                              Title: ASSISTANT VICE PRESIDENT
(Corporate Seal)


Attest:


By /s/
  -----------------------------
  Title: Official Assistant
<PAGE>   4
CANADA                  )


PROVINCE OF QUEBEC      ) s.s.:


DISTRICT OF MONTREAL    )


     On this 16th day of December, 1994 before me personally came P.K. Pal, to
me personally known, who, being by me duly sworn, did depose and say that he
resides at 3181 Glencoe, Montreal, PQ, that he is Vice President of Alcan
Aluminium Limited, one of the corporations described in and which executed the
above instrument; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


(SEAL)

                                                    /s/ Rita L. Stuart    
                                                    --------------------------
                                                    Commissioner of Oaths


STATE OF NEW YORK       )
                          s.s.:
COUNTY OF NEW YORK      )


     On this 24th day of January, 1995 before me personally came Mark A.
Woodward, to me personally known, who, being by me duly sworn, did depose and
say that he resides at New York, NY                   , that he is an Asst.
V.P.   of Bankers Trust Company, one of the corporations described in and which
executed the above instrument; and that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


(NOTARIAL SEAL)


                                                 /s/ Margaret Bereza 
                                                 --------------------------
                                                    Notary Public
                                                   

                                                 MARGARET BEREZA [STAMP]
                                                 Notary Public State of New York
                                                 No.------------
                                                 Qualified in New York County
                                                 Commission Expires 2/22/96

<PAGE>   5
                             OFFICER'S CERTIFICATE


     Each of the undersigned, a Vice President and an Assistant Secretary,
respectively, of Alcan Aluminium Limited, a Canadian corporation (the
"Company"), does hereby certify as follows:

     1. I am familiar with the Indenture dated as of May 15, 1983 between the
Company and Bankers Trust Company, as Trustee, as supplemented by the First
Supplemental Indenture dated as of January 1, 1986, the Second Supplemental
Indenture dated as of June 30, 1989, the Third Supplemental Indenture dated as
of July 19, 1989 and the Fourth Supplemental Indenture dated as of July 17, 1990
(such Indenture, as so supplemented, being referred to herein as the
"Indenture"), and have read Sections 8.1, 8.3, 8.4, 9.1, 9.3 and 11.5 thereof.

     2. I have reviewed resolutions approved by the Board of Directors of the
Company at its October 27, 1994 meeting and the actions of officers of the
Company in executing and delivering the Fifth Supplemental Indenture dated as of
January 1, 1995 to the Indenture (the "Fifth Supplemental Indenture").

     3. In my opinion, I have made such examinations or investigations as is
necessary to enable me to opine on the matter discussed in paragraph 4 below.

     4. In my opinion, (i) the amalgamation of the Company and Alcan Aluminium
Holdings Limited, a wholly-owned subsidiary of the Company (the "Amalgamation"),
and the Fifth Supplemental Indenture comply with Article 9 of the Indenture, and
(ii) the conditions of the applicable provisions of the Indenture have been
complied with in connection with the Amalgamation and the execution and delivery
of the Fifth Supplemental Indenture.

     IN WITNESS WHEREOF, each of the undersigned has executed this Certificate
this 1st day of January, 1995.

                                            /s/  P.K. Pal      
                                           -------------------------------------
                                           Name: P.K. Pal
                                           Title: Vice President

                                            /s/  Serge Fecteau
                                           -------------------------------------
                                           Name: Serge Fecteau
                                           Title: Assistant Secretary

<PAGE>   1

                                                                    Exhibit 5.1


                               McCarthy Tetrault
               AVOCATS - AGENTS DE BREVETS & MARQUES DE COMMERCE
              BARRISTERS & SOLICITORS - PATENT & TRADEMARK AGENTS

                       "LE WINDSOR", 1170 PEEL, MONTREAL
                             QUEBEC, CANADA H3B 4S8
                 FAX (514) 875-6246 - TELEPHONE (514) 397-4100


Direct line (514) 397-4184                                        April 19, 1999


ALCAN ALUMINIUM LIMITED
1188 Sherbrooke St. West
Montreal, Quebec
H3A 3G2

Dear Sirs:

     We submit this opinion in connection with the proposed public offering from
time to time pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Act"), of up to U.S.$800,000,000 in aggregate offering price of debt
securities (the "Debt Securities") and/or certain classes of equity securities
of Alcan Aluminium Limited (the "Issuer"), as contemplated in the Issuer's
Registration Statement on Form S-3 being filed on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Act (the
"Registration Statement"). The Debt Securities will be issued under an Indenture
dated as of May 15, 1983, as supplemented (as so supplemented, the "Indenture"),
between the Issuer and Bankers Trust Company, as Trustee. We hereby consent to
the use of this opinion in the Registration Statement and to the references to
us on page 3 of the Prospectus forming a part of the Registration Statement and
under the headings "Canadian Taxation" and "Legal Opinions".

     We have examined originals, or copies certified to our satisfaction of such
corporate records of the Issuer, agreements and other instruments, certificates
of public officials, certificates of officers and representatives of the Issuer
and other documents as we have deemed it necessary to require as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents sent to us as
copies and the authenticity of the originals of such latter documents. As to
various questions of fact material to such opinions we have, when relevant
facts were not independently established, relied upon certifications by officers
of the Issuer and other appropriate persons and statements contained in the
Registration Statement.

     Based on the foregoing and having regard to legal considerations we deem
relevant, we are of the opinion that (i) the Debt Securities, when executed by
the Issuer and authenticated by or on behalf of the Trustee, pursuant to the
terms of the Indenture, and issued for value, will be legally issued, binding
obligations of the Issuer and (ii) the Equity Securities, upon due authorization
by the Board of Directors of the Issuer, due execution by proper officers of the
Issuer and due



<PAGE>   2
authentication by the Issuer's transfer agent and registrar of certificates
representing the Equity Securities and delivery thereof against payment of the
purchase price thereof, will be legally issued, fully paid and non-assessable.

     We do not express any opinion herein as to any matters governed by any law
other than the laws of Canada and the Province of Quebec. Insofar as the opinion
expressed herein relates to or is dependent upon matters governed by the laws of
the State of New York or the Federal law of the United States of America, we
have relied upon the opinion of Milbank, Tweed, Hadley & McCloy, United States
counsel to the Issuer, which is being delivered to you and filed with the
Commission on the date hereof as an exhibit to the Registration Statement.

                                                        Yours truly,



                                                        /s/ McCarthy Tetrault

<PAGE>   1
                                                                     Exhibit 5.2


                      MILBANK, TWEED, HADLEY & McCLOY LLP

                            1 CHASE MANHATTAN PLAZA

  LOS ANGELES              NEW YORK, N.Y. 10005-1413                 TOKYO
  212-092-4000                       __________                   812-2504-1080
FAX: 213-629-5043                                             FAX: 812-3595-2790
                                  212-530-5000
 WASHINGTON, D.C.              FAX: 212-530-5213                   HONG KONG
  202-825-7500                                                    852-2971-4888
FAX: 202-935-7580                                             FAX: 852-2040-0732

       LONDON                                                       SINGAPORE
  44-171-440-3000                                                  65-420-2400
FAX: 44-171-448-2023                                            FAX: 65-420-2500

      MOSCOW
  7-501-266-5015
FAX: 7-501-258-5014



                                 April 19, 1999


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


Dear Ladies and Gentlemen:

     We submit this opinion in connection with the proposed public offering from
time to time pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Act"), of up to $800,000,000 in aggregate principal amount of debt
securities (the "Debt Securities") and/or certain classes of equity securities
(the "Equity Securities") of Alcan Aluminium Limited (the "Issuer"), as
contemplated in the Issuer's Registration Statement on Form S-3 being filed on
the date hereof with the Securities and Exchange Commission (the "Commission")
under the Act (the "Registration Statement"). The Debt Securities will be issued
under an Indenture dated as of May 15, 1983, as supplemented (as so
supplemented, the "Indenture"), between the Issuer and Bankers Trust Company, as
Trustee. We hereby consent to the use of this opinion in the Registration
Statement and to the reference to us under the heading "Legal Opinions".

     We have examined originals, or copies certified to our satisfaction of such
corporate records of the Issuer, agreements and other instruments, certificates
of public officials, certificates of officers and representatives of the Issuer
and other documents as we have deemed it necessary to require as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents sent to us as
copies and the authenticity of the originals of such latter documents. As to
various questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certifications by officers of
the Issuer and other appropriate persons and statements contained in the
Registration Statement.
<PAGE>   2
Alcan Aluminium Limited
April 14, 1999
Page Two

     Based on the foregoing and having regard to legal considerations we deem
relevant, we are of the opinion that (i) the Debt Securities, when executed by
the Issuer and authenticated by or on behalf of the Trustee, pursuant to the
terms of the Indenture, and issued for value, will be legally issued, binding
obligations of the Issuer and (ii) the Equity Securities, upon due authorization
by the Board of Directors of the Issuer, due execution by proper officers of the
Issuer and due authentication by the Issuer's transfer agent and registrar of
certificates representing the Equity Securities and delivery thereof against
payment of the purchase price thereof, will be legally issued, fully paid and
non-assessable.

     We are members of the Bar of the State of New York and do not express any
opinion herein as to any matters governed by any law other than the law of the
State of New York and the Federal law of the United States of America. Insofar
as the opinion expressed herein relates to or is dependent upon matters governed
by the laws of Canada or the Province of Quebec, we have relied without
independent investigation upon the opinion of McCarthy Tetrault, Canadian
counsel to the Issuer, which is being delivered to you and filed with the
Commission on the date hereof as an exhibit to the Registration Statement.

                                             Very truly yours,


                                             /s/ Milbank, Tweed, Hadley
                                                 & McCloy LLP




DBB





<PAGE>   1
                                                                    Exhibit 12.1

ALCAN ALUMINIUM LIMITED
COMPUTATION OF EARNINGS TO FIXED CHARGES
CANADIAN GAAP
(IN MILLIONS OF US DOLLARS)

<TABLE>
<CAPTION>
                                                                           1998       1997      1996         1995      1994
                                                                           ----       ----      ----         ----      ----
<S>                                                          <C>           <C>        <C>       <C>          <C>       <C>
CONSOLIDATED NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM                                                         399        468       410           543       96
Less:    Equity income of less than 50%
         owned companies                                                   (48)       (33)      (10)           (3)     (34)
Plus:    Dividends received from less than
         50% owned companies                                                 5          6        11             9       21
Plus:    Minority interest of subsidiaries that
         have fixed charges                                                 (4)         4         1            (4)       3

Subtotal                                                                   448        511       432           551      154

Fixed Charges:
Amount representative of interest factor in
 rentals                                                                    28         23        27            31       31
Amount representative of interest factor in 
 rentals, 50% owned companies                                                0          0         0             0        0
Interest expense - net                                                      92        101       125           204      219
Interest expense, 50% owned companies                                        0          0         0             0        1
Capitalized interest                                                        15          2         0             2       16
Capitalized interest, 50% owned companies                                    0          0         0             0        0

TOTAL FIXED CHARGES                                          [A]           135        126       152           237      267

Less:    Capitalized interest                                               15          2         0             2       16
Fixed charges added to income/(loss)                                       120        124       152           235      251
Plus:    Amortization of capitalized interest                               15         16        20            21       18
Income taxes                                                               210        248       212           326      112

EARNINGS BEFORE FIXED CHARGES AND INCOME
  TAXES                                                      [B]           793        899       816         1,133      535

RATIO OF EARNINGS TO FIXED CHARGES                        {[B]/[A]}       5.87       7.13      5.37          4.78     2.00
</TABLE>


<PAGE>   1
                                                                    Exhibit 12.2

ALCAN ALUMINIUM LIMITED
COMPUTATION OF EARNINGS TO FIXED CHARGES
US GAAP
(IN MILLIONS OF US DOLLARS)

<TABLE>
<CAPTION>
                                                                               1998       1997       1996       1995       1994
                                                                              -----      -----      -----      -----      -----
<S>                                                                   <C>     <C>        <C>        <C>        <C>         <C>
CONSOLIDATED NET INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                                                            417        504        420         561        175
Less:    Equity income of less than 50%
         owned companies                                                        (48)       (33)       (10)         (3)       (34)
Plus:    Dividends received from less than
         50% owned companies                                                      5          6         11           9         21
Plus:    Minority interest of subsidiaries that
         have fixed charges                                                      (4)         4          1          (4)         3

Subtotal                                                                        466        547        442         569        233

Fixed Charges:
Amount representative of interest factor in
 rentals                                                                         28         23         27          31         31
Amount representative of interest factor in
 rentals, 50% owned companies                                                     0          0          0           0          0
Interest expense - net                                                           92        101        125         204        219
Interest expense, 50% owned companies                                             0          0          0           0          1
Capitalized interest                                                             15          2          0           2         16
Capitalized interest, 50% owned companies                                         0          0          0           0          0

TOTAL FIXED CHARGES                                                   [A]       135        126        152         237        267

Less:    Capitalized interest                                                    15          2          0           2         16
Fixed charges added to income/(loss)                                            120        124        152         235        251
Plus:    Amortization of capitalized interest                                    15         16         20          21         18
Income taxes                                                                    210        211        210         340         27

EARNINGS BEFORE FIXED CHARGES AND INCOME
  TAXES                                                               [B]       811        898        824       1,165        529

RATIO OF EARNINGS TO FIXED CHARGES                                  [B]/[A]    6.01       7.13       5.42        4.92       1.98
</TABLE>


<PAGE>   1
                                                                    Exhibit 12.3
ALCAN ALUMINIUM LIMITED
COMPUTATION OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
CANADIAN GAAP
(IN MILLIONS OF US DOLLARS)


<TABLE>
<CAPTION>
                                                                                 1998       1997        1996       1995       1994
                                                                                 ----       ----        ----       ----       ----
<S>                                                                   <C>        <C>        <C>          <C>        <C>        <C>

CONSOLIDATED NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM                                                               399         468         410        543         96
Less:      Equity income of less than 50%
           owned companies                                                       (48)        (33)        (10)        (3)       (34)
Plus:      Dividends received from less than
           50% owned companies                                                     5           6          11          9         21
Plus:      Minority interest of subsidiaries that
           have fixed charges                                                     (4)          4           1         (4)         3

Subtotal                                                                         448         511         432        551        154

Fixed Charges:
Amount representative of interest factor in
 rentals                                                                          28          23          27         31         31
Amount representative of interest factor in
 rentals, 50% owned companies                                                      0           0           0          0          0
Interest expense - net                                                            92         101         125        204        219
Interest expense, 50% owned companies                                              0           0           0          0          1
Capitalized interest                                                              15           2           0          2         16
Capitalized interest, 50% owned companies                                          0           0           0          0          0

TOTAL FIXED CHARGES                                                  [A]         135         126         152        237        267

Less:      Capitalized      interest                                              15           2           0          2         16
Fixed charges added to income/(loss)                                             120         124         152        235        251
Plus:      Amortization of capitalized interest                                   15          16          20         21         18
Income taxes                                                                     210         248         212        326        112

EARNINGS BEFORE FIXED CHARGES AND INCOME
 TAXES                                                               [B]         793         899         816      1,133        535

Total Fixed Charges                                                  [A]         135         126         152        237        267
Preference dividends                                                              10          10          16         24         21
1 minus tax rate of 40%                                                          0.6         0.6         0.6        0.6        0.6
preference dividends pre tax                                                      17          17          27         40         35

TOTAL                                                                [C]         152         143         179        277        302

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
  AND PREFERRED STOCK DIVIDENDS                                   {[B]/[C]}     5.23        6.30        4.57       4.09       1.77
</TABLE>


<PAGE>   1
                                                                    Exhibit 12.4
ALCAN ALUMINIUM LIMITED
COMPUTATION OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
US GAAP
(IN MILLIONS OF US DOLLARS)


<TABLE>
<CAPTION>
                                                                1998       1997       1996        1995       1994
                                                                ----       ----       ----        ----       ----
<S>                                                   <C>       <C>        <C>        <C>        <C>         <C>
CONSOLIDATED NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM                                               417        504        420         561        175
Less:     Equity income of less than 50%
          owned companies                                        (48)       (33)       (10)         (3)       (34)
Plus:     Dividends received from less than
          50% owned companies                                      5          6         11           9         21
Plus:     Minority interest of subsidiaries that
          have fixed charges                                      (4)         4          1          (4)         3
Subtotal                                                         466        547        442         569        233

Fixed Charges:
Amount representative of interest factor in
 rentals                                                          28         23         27          31         31
Amount representative of interest factor in
 rentals, 50% owned companies                                      0          0          0           0          0
Interest expense - net                                            92        101        125         204        219
Interest expense, 50% owned companies                              0          0          0           0          1
Capitalized interest                                              15          2          0           2         16
Capitalized interest, 50% owned companies                          0          0          0           0          0

TOTAL FIXED CHARGES                                   [A]        135        126        152         237        267

Less:     Capitalized interest                                    15          2          0           2         16
Fixed charges added to income/(loss)                             120        124        152         235        251
Plus:     Amortization of capitalized interest                    15         16         20          21         18
Income taxes                                                     210        211        210         340         27

EARNINGS BEFORE FIXED CHARGES AND INCOME
 TAXES                                                [B]        811        898        824       1,165        529

Total Fixed Charges                                              135        126        152         237        267
Preference dividends                                              10         10         16          24         21
1 minus statutory tax rate of 40%                                0.6        0.6        0.6         0.6        0.6
Preference dividends pre tax                                      17         17         27          40         35

TOTAL                                                 [C]        152        143        179         277        302

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
 AND PREFERRED STOCK DIVIDENDS                     {[B]/[C]}    5.35       6.29       4.61        4.21       1.75

</TABLE>


<PAGE>   1
[LOGO]                                                              Exhibit 23.1

                                                    PricewaterhouseCoopers LLP
                                                    Chartered Accountants
                                                    1250 Rene-Levesque Blvd West
                                                    Suite 3500
                                                    Montreal Quebec
                                                    Canada H3B 2G4
                                                    Telephone + 1 (514) 205 5000
                                                    Facsimile +1 (514) 938 5709


                       CONSENT OF INDEPENDENT ACCOUNTANTS

To the Directors of
Alcan Aluminium Limited


     We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 11, 1999, which appears on page 40 of the 1998 Annual Report to
Shareholders of Alcan Aluminium Limited. Our report is incorporated by reference
in Alcan Aluminium Limited's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
Comments for U.S. Readers on Canada - U.S.  Reporting Differences, which appears
on page 29 of such Annual Report on Form 10-K. We also consent to the reference
to us under the caption "Experts" in such Prospectus.


Montreal, Canada                                /s/ PricewaterhouseCoopers LLP
April 19, 1999                                  -------------------------------
                                                PricewaterhouseCoopers LLP




<PAGE>   1
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered 
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.

     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.


                                                     /s/    Jacques Bougie
                                                     ---------------------------
                                                     Name:  Jacques Bougie
                                                     Title: Director, President
                                                     and Chief Executive Officer


<PAGE>   2
                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of  March
1999.


                                                       /s/    Warren Chippindale
                                                       -------------------------
                                                       Name:  Warren Chippindale
                                                       Title: Director
<PAGE>   3
                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt
obligations (collectively "Debt Securities") and/or additional Common Shares,
Preference Shares or other equity securities, and/or warrants, rights or other
securities exchangeable for or convertible into equity securities
(collectively, "Equity Securities"; and together with the Debt Securities, the
"Securities"), such Securities to be sold from time to time pursuant to Rule
415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the
Corporation as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in
the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, 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 the
undersigned 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 25th day of March
1999.


                                                      /s/    Travis Engen
                                                      -------------------------
                                                      Name:  Travis Engen
                                                      Title: Director

<PAGE>   4
                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt
obligations (collectively "Debt Securities") and/or additional Common Shares,
Preference Shares or other equity securities, and/or warrants, rights or other
securities exchangeable for or convertible into equity securities
(collectively, "Equity Securities"; and together with the Debt Securities, the
"Securities"), such Securities to be sold from time to time pursuant to Rule
415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the
Corporation as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in
the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, 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 the
undersigned 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 25th day of March
1999.


                                                      /s/    John R. Evans
                                                      -------------------------
                                                      Name:  John R. Evans
                                                      Title: Director, Chairman

<PAGE>   5

                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;

     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.

     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.


                                                       /s/      J. E. Newall
                                                       -------------------------
                                                        Name:   J. E. Newall
                                                        Title:  Director

<PAGE>   6


                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;

     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.

     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.


                                                       /s/     Peter H. Pearse
                                                       -------------------------
                                                       Name:   Peter H. Pearse
                                                       Title:  Director
<PAGE>   7


                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;

     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.

     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.

                                                       /s/     George Russell
                                                       -------------------------
                                                       Name:   George Russell
                                                       Title:  Director

<PAGE>   8

                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.


                                            /s/     Guy Saint-Pierre
                                            ----------------------------
                                            Name:   Guy Saint-Pierre
                                            Title:  Director

<PAGE>   9

                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the undersigned's offices
and capacities as an Officer and/or a Director of the Corporation, 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 the undersigned 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 25th day of March
1999.


                                                       /s/    Gerhard Schulmeyer
                                                       -------------------------
                                                       Name:  Gerhard Schulmeyer
                                                       Title: Director
<PAGE>   10
                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), 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-3 with respect to the issue of 
USD 700,000,000 in aggregate principal amount of debentures, notes and/or other
debt obligations (collectively "Debt Securities") and/or additional Common
Shares, Preference Shares or other equity securities, and/or warrants, rights
or other securities exchangeable for or convertible into equity securities
(collectively, "Equity Securities"; and together with the Debt Securities, the
"Securities"), such Securities to be sold from time to time pursuant to Rule
415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated 1
September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the
Corporation as indicated below;


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in
the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, 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 the
undersigned 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 14th day of April
1999.


                                                      /s/    Suresh Thadhani
                                                      -------------------------
                                                      Name:  Suresh Thadhani
                                                      Title: Executive Vice
                                                      President and Chief
                                                      Financial Officer
<PAGE>   11
                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), 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-3 with respect to the issue of
USD 700,000,000 in aggregate principal amount of debentures, notes and/or other
debt obligations (collectively "Debt Securities") and/or additional Common
Shares, Preference Shares or other equity securities, and/or warrants, rights
or other securities exchangeable for or convertible into equity securities
(collectively, "Equity Securities"; and together with the Debt Securities, the
"Securities"), such Securities to be sold from time to time pursuant to Rule
415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered by
the Corporation's Registration Statement No. 33-82754 on Form S-3 dated 1
September 1994; and


     WHEREAS, the undersigned is an Officer and/or a Director of the
Corporation as indicated below;


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in
the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, 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 the
undersigned 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 13th day of April
1999.


                                                    /s/    Richard Genest
                                                    ---------------------------
                                                    Name:  Richard Genest
                                                    Title: Chief Accountant
<PAGE>   12


                               POWER OF ATTORNEY


                         KNOW ALL MEN BY THESE PRESENTS


     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt
obligations (collectively "Debt Securities") and/or additional Common Shares,
Preference Shares or other equity securities, and/or warrants, rights or other
securities exchangeable for or convertible into equity securities
(collectively, "Equity Securities"; and together with the Debt Securities, the
"Securities"), such Securities to be sold from time to time pursuant to Rule
415 under the Act;


     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and


     WHEREAS, the undersigned is an Authorised Representative of the
Corporation in the United States of America as indicated below.


     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in
the undersigned's name, place and stead, and in the undersigned's office and
capacity as Authorised Representative of the Corporation in the United States
of America, 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 the undersigned 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 7th day of April 1999.



                                                  /s/    William H. Jairrels
                                                  ------------------------------
                                                  Name:  William H. Jairrels
                                                  Authorised Representative in
                                                  the United States of America

<PAGE>   13
                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes 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-3 with respect to the issue of USD 700,000,000
in aggregate principal amount of debentures, notes and/or other debt obligations
(collectively "Debt Securities") and/or additional Common Shares, Preference
Shares or other equity securities, and/or warrants, rights or other securities
exchangeable for or convertible into equity securities (collectively, "Equity
Securities"; and together with the Debt Securities, the "Securities"), such
Securities to be sold from time to time pursuant to Rule 415 under the Act;

     WHEREAS, the Prospectus contained in said Registration Statement will also
relate to USD 100,000,000 in aggregate principal amount of Securities covered
by the Corporation's Registration Statement No. 33-82754 on Form S-3 dated
1 September 1994; and

     WHEREAS, the undersigned is an Authorised Representative of the Corporation
in the United States of America as indicated below.

     NOW, THEREFORE, the undersigned hereby constitutes and appoints P. K. Pal
and Serge Fecteau, and each of them, as attorneys for the undersigned and in the
undersigned's name, place and stead, and in the undersigned's office and
capacity as Authorised Representative of the Corporation in the United States of
America, 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 the
undersigned 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 7th day of April 1999.


                                                    
                                                    /s/    Sanford Yosowitz
                                                    ---------------------------
                                                    Name:  Sanford Yosowitz
                                                    Authorised Representative in
                                                    the United States of America




<PAGE>   1
                                                                    Exhibit 25.1
 _______________________________________________________________________________

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              ____________________
                                    FORM T-1

           STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF
           1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

           CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
           TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________

                         ______________________________


                             BANKERS TRUST COMPANY
              (Exact name of trustee as specified in its charter)

<TABLE>
<S>                                                          <C>
NEW YORK                                                     13-4941247
(Jurisdiction of Incorporation or                            (I.R.S. Employer
organization if not a U.S. national bank)                    Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                                           10006
(Address of principal                                        (Zip Code)
executive offices)

</TABLE>
                                        
                         BANKERS TRUST COMPANY
                         LEGAL DEPARTMENT
                         130 LIBERTY STREET, 31ST FLOOR
                         NEW YORK, NEW YORK  10006
                         (212) 250-2201

           (Name, address and telephone number of agent for service)
                       _________________________________

                            ALCAN ALUMINIUM LIMITED
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                         <C>
CANADA                                      NOT APPLICABLE
(State or other jurisdiction of             (I.R.S. employer identification no.)
Incorporation or organization)
</TABLE>

                          1188 SHERBROOKE STREET WEST
                          MONTREAL, QUEBEC, CANADA
                          H3A 3G2
                          (514) 848-8000
                  (Address, including zip code, and telephone
                     number of principal executive offices)

                                DEBT SECURITIES
                      (Title of the indenture securities)

<PAGE>   2
ITEM 1.  GENERAL INFORMATION.
        
         Furnish the following information as to the trustee.

         (a)  Name and address of each examining or supervising
              authority to which it is subject.
<TABLE>
<CAPTION>        
         NAME                                      ADDRESS
         ----                                      -------
         <S>                                       <C>                 

         Federal Reserve Bank (2nd District) . .    New York, NY
         Federal Deposit Insurance Corporation .    Washington, D.C.
         New York State Banking Department . . .    Albany, NY
</TABLE>


         (b) Whether it is authorized to exercise corporate trust powers.
             Yes.


ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         If the obligor is an affiliate of the Trustee, describe each such
         affiliation.

         None.

ITEM 3.-15.   NOT APPLICABLE

Item  16.     LIST OF EXHIBITS.

              EXHIBIT 1 -    Restated Organization Certificate of Bankers Trust
                             Company dated August 7, 1990, Certificate of
                             Amendment of the Organization Certificate of
                             Bankers Trust Company dated June 21, 1995 -
                             Incorporated herein by reference to Exhibit 1
                             filed with Form T-1 Statement, Registration No.
                             33-65171, Certificate of Amendment of the
                             Organization Certificate of Bankers Trust Company
                             dated March 20, 1996, incorporate by referenced to
                             Exhibit 1 filed with Form T-1 Statement,
                             Registration No. 333-25843 and Certificate of
                             Amendment of the Organization Certificate of
                             Bankers Trust Company dated June 19, 1997, copy
                             attached.
                             
               EXHIBIT 2 -   Certificate of Authority to commence business -
                             Incorporated herein by reference to Exhibit 2
                             filed with Form T-1 Statement, Registration No.
                             33-21047.

               EXHIBIT 3 -   Authorization of the Trustee to exercise corporate
                             trust powers - Incorporated herein by reference to
                             Exhibit 2 filed with Form T-1 Statement,
                             Registration No. 33-21047.

               EXHIBIT 4 -   Existing By-Laws of Bankers Trust Company, as
                             amended on November 18, 1997.  Copy attached.

                                      -2-

<PAGE>   3
               EXHIBIT 5 -  Not applicable.

               EXHIBIT 6 -  Consent of Bankers Trust Company required by Section
                            321(b) of the Act. - Incorporated herein by
                            reference to Exhibit 4 filed with Form T-1
                            Statement, Registration No. 22-18864.


               EXHIBIT 7 -  The latest report of condition of Bankers Trust
                            Company dated as of September 30, 1998.  Copy
                            attached.


               EXHIBIT 8 -  Not Applicable.


               EXHIBIT 9 -  Not Applicable.


                                      -3-

<PAGE>   4


                                   SIGNATURE


     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 6th day of April, 1999


                                        BANKERS TRUST COMPANY


                                        By:  /s/ Susan Johnson
                                             -------------------------
                                             Susan Johnson
                                             Assistant Vice President


                                      -4-

<PAGE>   5


                               State of New York,


                               Banking Department


     I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8005 OF THE
BANKING LAW," dated June 19, 1997, providing for an increase in authorized
capital stock from $1,601,666,670 consisting of 100,166,667 shares with a par
value of $10 each designated as Common Stock and 600 shares with a par value of
$1,000,000 each designated as Series Preferred Stock to $2,001,666,670
consisting of 100,166,667 shares with a par value of $10 each designated as
Common Stock and 1,000 shares with a par value of $1,000,000 each designated as
Series Preferred Stock.


     WITNESS, my hand and official seal of the Banking Department at the City of
New York, this 27th day of June in the Year of our Lord one thousand nine
hundred and ninety-seven.


                                                Manuel Kursky
                                        _______________________________
                                        Deputy Superintendent of Banks

<PAGE>   6


                            CERTIFICATE OF AMENDMENT


                                     OF THE


                            ORGANIZATION CERTIFICATE


                                OF BANKERS TRUST


                     Under Section 8005 of the Banking Law


                         _____________________________


     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:


     1.   The name of the corporation is Bankers Trust Company.


     2.   The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.


     3.   The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.


     4.   Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:


     "III.   The amount of capital stock which the corporation is hereafter to
     have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
     Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into One
     Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
     (100,166,667) shares with a par value of $10 each designated as Common
     Stock and 600 shares with a par value of One Million Dollars ($1,000,000)
     each designated as Series Preferred Stock."

is hereby amended to read as follows:


     "III.   The amount of capital stock which the corporation is hereafter to
     have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
     Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred Million,
     One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (100,166,667)
     shares with a par value of $10 each designated as Common Stock and
     1000 shares with a par value of One Million Dollars ($1,000,000) each
     designated as Series Preferred Stock."
<PAGE>   7
     5.   The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

     IN WITNESS WHEREOF, we have made and subscribed this certificate this 19th
day of June, 1997.

              
                                                    /s/ James T. Byrne, Jr.
                                                    ----------------------------
                                                    James T. Byrne, Jr.
                                                    Managing Director



                                                    /s/ Lea Lahtinen
                                                   -----------------------------
                                                    Lea Lahtinen
                                                    Assistant Secretary


State of New York       )
                        )  ss:
County of New York      )


     Lea Lahtinen, being fully sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements herein contained are true.


                                                         /s/ Lea Lahtinen
                                                         -----------------------
                                                         Lea Lahtinen


Sworn to before me this 19th day
of June, 1997.


     /s/ Sandra L. West
- ------------------------------
     Notary Public


           SANDRA L. WEST
   Notary Public State of New York
           No. 31-4942101
    Qualified in New York County
Commission Expires September 19, 1998
<PAGE>   8


                                    BY-LAWS







                               NOVEMBER 18, 1997









                             BANKERS TRUST COMPANY
                                    NEW YORK

<PAGE>   9


                                    BY-LAWS
                                       OF
                             BANKERS TRUST COMPANY


                                   ARTICLE I


                            MEETINGS OF STOCKHOLDERS


SECTION 1.  The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.

SECTION 2.  Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors.  It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.

SECTION 3.  At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4.  The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business.  The Secretary shall act as secretary
of such meetings and record the proceedings.


                                   ARTICLE II

                                   DIRECTORS

SECTION 1.  The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders.  In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office.  One-third of the number of directors, as fixed from
time to time, shall constitute a quorum.  Any one or more members of the Board
of Directors or any Committee thereof may participate in a meeting of the Board
of Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time.  Participation by such means shall
constitute presence in person at such a meeting.

<PAGE>   10


All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director.  Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2.  Vacancies not exceeding one-third of the whole number of the Board
of Directors may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office for the
balance of the unexpired term.

SECTION 3.  The Chairman of the Board shall preside at meetings of the Board of
Directors.  In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.

SECTION 4.  The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5.  Regular meetings of the Board of Directors shall be held from time
to time on the third Tuesday of the month.  If the day appointed for holding
such regular meetings shall be a legal holiday, the regular meeting to be held
on such day shall be held on the next business day thereafter.  Special meetings
of the Board of Directors may be called upon at least two day's notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.

SECTION 6.  The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.

<PAGE>   11
                                  ARTICLE III

                                   COMMITTEES

SECTION 1.  There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors.  The Chairman of the Board shall preside at meetings of the Executive
Committee.  In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting.  All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2.  There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee.  Such Committee shall
conduct the annual directors' examinations of the Company as required by the New
York State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection.  The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations.  The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.
<PAGE>   12
SECTION 3.  The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees.  Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

SECTION 1.  The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer; and shall also elect a
President, and may also elect a Senior Vice Chairman, one or more Vice Chairmen,
one or more Executive Vice Presidents, one or more Senior Managing Directors,
one or more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors.  The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board.  The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.

SECTION 2.  The Board of Directors shall designate the Chief Executive Officer
of the Company who may also hold the additional title of Chairman of the Board,
President,  Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws.  He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee.  The General Auditor shall have unrestricted access to all records
and premises of the Company and shall delegate such authority to his
subordinates.  He shall have the duty to report to the Audit Committee on all
matters concerning the internal audit

<PAGE>   13
program and the adequacy of the system of internal controls of the Company which
he deems advisable or which the Audit Committee may request. Additionally, the
General Auditor shall have the duty of reporting independently of all officers
of the Company to the Audit Committee at least quarterly on any matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company that should be brought to the attention of the directors
except those matters responsibility for which has been vested in the General
Credit Auditor.  Should the General Auditor deem any matter to be of special
immediate importance, he shall report thereon forthwith to the Audit Committee.
The General Auditor shall report to the Chief Financial Officer only for
administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee.  The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3.  The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4.  The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation.  The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.

<PAGE>   14
                                   ARTICLE V

               INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1.  The Company shall, to the fullest extent permitted by Section
7018 of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by or
in the right of the Company to procure a judgment in its favor and an action by
or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Company is servicing or
served in any capacity at the request of the Company by reason of the fact that
he, his testator or intestate, is or was a director or officer of the Company,
or is serving or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement, and costs, charges and expenses,
including attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3.  The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4.  Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company.  In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer or the

<PAGE>   15
President, and (ii) only if and to the extent that, after making such efforts as
the Chairman of the Board, the Chief Executive Officer or the President shall
deem adequate in the circumstances, such person shall be unable to obtain
indemnification from such other enterprise or its insurer.


SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.


SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.


SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim.  Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.


SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE>   16
                                   ARTICLE VI

                                      SEAL


SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.


SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.


                                  ARTICLE VII

                                 CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.


                                  ARTICLE VIII

                                  CONSTRUCTION


SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.


                                   ARTICLE IX

                                   AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE>   17
<TABLE>
<CAPTION>
<S>                                            <C>                      <C>        <C>                <C>

Legal Title of Bank: Bankers Trust Company     Call Date: 09/30/98      ST-BK:      36-4840           FFIEC 031
Address:             130 Liberty Street        Vendor ID: D                         CERT:  00623      Page RC-1
City, State  ZIP:    New York, NY  10006                                                              11
FDIC Certificate No.:   0   0   6   2   3


CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1998


All schedules are to be reported in thousands of dollars.  Unless otherwise
indicated, reported the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet

                                                                                                          C400

                                                                   Dollar Amounts in Thousands   RCFD   Bil Mil Thou

ASSETS
 1.   Cash and balances due from depository institutions (from Schedule RC-A):
      a. Noninterest-bearing balances and currency and coin (1) ...............................   0081     2,291,000   1.a.
      b. Interest-bearing balances (2) ........................................................   0071     2,636,000   1.b.
 2.   Securities:
      a. Held-to-maturity securities (from Schedule RC-B, column A) ...........................   1754             0   2.a.
      b. Available-for-sale securities (from Schedule RC-B, column D)..........................   1773     6,617,000   2.b.
 3.   Federal funds sold and securities purchased under agreements to resell...................   1350    32,734,000   3.
 4.   Loans and lease financing receivables:
      a. Loans and leases, net of unearned income (from Schedule RC-C)....RCFD 2122  20,227,000                        4.a.
      b. LESS: Allowance for loan and lease losses........................RCFD 3123     619,000                        4.b.
      c. LESS: Allocated transfer risk reserve ...........................RCFD 3128           0                        4.c.
      d. Loans and leases, net of unearned income,
         allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................   2125    19,608,000   4.d.
 5.   Trading Assets (from schedule RC-D)  ....................................................   3545    49,545,000    5.
 6.   Premises and fixed assets (including capitalized leases) ................................   2145       885,000    6.
 7.   Other real estate owned (from Schedule RC-M) ............................................   2150       115,000    7.
 8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)    2130       391,000    8.
 9.   Customers' liability to this bank on acceptances outstanding ............................   2155       392,000    9.
10.   Intangible assets (from Schedule RC-M) ..................................................   2143       266,000   10.
11.   Other assets (from Schedule RC-F)........................................................   2160     5,884,000   11.
12.   Total assets (sum of items 1 through 11).................................................   2170   121,364,000   12.


__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
<PAGE>   18
<TABLE>
<S>                    <C>                                   <C>                      <C>                         <C>    
Legal Title of Bank:   Bankers Trust Company                 Call Date: 09/30/98      ST-BK:  36-4840             FFIEC  031
Address:               130 Liberty Street                    Vendor ID: D             CERT:  00623                Page  RC-2
City, State Zip:       New York, NY  10006                                                                        12
FDIC Certificate No.:   0  0  6  2  3

SCHEDULE RC--CONTINUED
                                                                           Dollar Amounts in Thousands   Bil Mil Thou
LIABILITIES

13.  Deposits: 
     a. In domestic offices (sum of totals of columns A and C from 
         Schedule RC-E, part I)                                                                 RCON 2200  22,231,000  13.a. 
        (1) Noninterest-bearing(1) ............................    RCON 6631    3,040,000                              13.a.(1)
        (2) Interest-bearing ...................................   RCON 6636   19,191,000                              13.a.(2)
     b. In foreign offices, Edge and Agreement subsidiaries, and 
          IBFs (from Schedule RC-E part II)                                                     RFCN22220  21,231,000  13.b.
        (1) Noninterest-bearing ................................   RCFN 6631    2,423,000                              13.b.(1)
        (2) Interest-bearing ...................................   RCFN 6636   19,509,000                              13.b.(2)
14.  Federal funds purchased and securities sold under agreements to repurchase ............... RCFD 2800  14,360,000  14.
15.  a. Demand notes issued to the U.S. Treasury .............................................. RCON 2840           0  15.a.
     b. Trading liabilities (from Schedule RC-D)............................................... RCFD 3548  32,890,000  15.b.
16.  Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
     a. With a remaining maturity of one year or less ......................................... RCFD 2332   7,653,000  16.a
     b. With a remaining maturity of more than one year through three years........................  A547   3,707,000  16.b.
     c. With a remaining maturity of more than three years.........................................  A548   3,034,000  16.c
17.  Not Applicable.                                                                                                   17.
18.  Bank's liability on acceptances executed and outstanding ..................................RCFD 2920     392,000  18.
19.  Subordinated notes and debentures (2)......................................................RCFD 3200   1,533,000  19.
20.  Other liabilities (from Schedule RC-G) ....................................................RCFD 2930   6,595,000  20.
21.  Total liabilities (sum of items 13 through 20) ............................................RCFD 2948 114,327,000  21.
22.  Not Applicable                                                                                                    22.

EQUITY CAPITAL
 
23.  Perpetual preferred stock and related surplus .............................................RCFD 3838   1,500,000  23.
24.  Common stock ..............................................................................RCFD 3230   2,002,000  24.
25.  Surplus (exclude all surplus related to preferred stock) ..................................RCFD 3839     540,000  25.
26.  a. Undivided profits and capital reserves .................................................RCFD 3632   3,421,000  26.a.
     b. Net unrealized holding gains (losses) on available-for-sale securities .................RCFD 8434 (    46,000) 26.b.
27.  Cumulative foreign currency translation adjustments .......................................RCFD 3284 (   380,000) 27.
28.  Total equity capital (sum of items 23 through 27) .........................................RCFD 3210   7,037,000  28.
29.  Total liabilities and equity capital (sum of items 21 and 28)..............................RCFD 3300 121,364,000  29.

Memorandum 

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes                        Number
   the most comprehensive level of auditing work performed for the bank by independent external 
   auditors as of any date during 1997.........................................................RCFD 6724          1  M. 
<FN>
1  =  Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified 
      public accounting firm which submits a report on the bank
2  =  Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing
      standards by a certified public accounting firm which submits a report on the consolidated holding company
      (but not on the bank separately) 
3  =  Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified
      public accounting firm (may be required by state chartering authority) 
4  =  Directors' examination of the bank performed by other external auditors (may be required by state chartering 
      authority) 
5  =  Review of the bank's financial statements by external auditors 
6  =  Compilation of the bank's financial statements by external auditors 
7  =  Other audit procedures (excluding tax preparation work) 
8  =  No external audit work
______________________
(1) Including total demand deposits and noninterest-bearing time and savings deposits. 
(2) Includes limited-life preferred stock and related surplus. 
</FN>
</TABLE>


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