$500,000,000

4.50% NOTES DUE 2013

Interest payable on May 15 and November 15

We will pay interest on the Notes each May 15 and November 15. The first interest payment will be made on November 15, 2003.

The Notes will mature on May 15, 2013. We may redeem the Notes at any time, in whole or in part, at a redemption price to be determined as described in this prospectus supplement under the heading “Description of the Notes — Optional Redemption Feature”. The Notes will be issued only in denominations of $1,000 and integral multiples of $1,000.

PRICE 99.678% AND ACCRUED INTEREST, IF ANY

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Notes to purchasers on May 1, 2003.

MORGAN STANLEY

DEUTSCHE BANK SECURITIES

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of the document.

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FORWARD-LOOKING STATEMENTS

      Some statements made or incorporated by reference in this prospectus supplement are forward-looking statements. Terms such as “believes”, “expects”, “may”, “will”, “could”, “should”, “anticipates”, “estimates” and “plans” and variations on terms such as these signify forward-looking statements. Because these forward-looking statements include risks and uncertainties, we caution you that actual results may differ materially from the results expressed in or implied by the statements.

      Adverse factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things:

      We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date of this prospectus supplement or to reflect the occurrence of unanticipated events.

ABOUT ALCAN INC.

      We are a Canadian corporation and the parent company of an international group operating in many aspects of the aluminum and packaging industries.

      Our operations include:

      We have a network of operations in 38 countries with 48,000 dedicated employees, a global customer base, innovative products and advanced technologies.

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      Our principal executive offices are located at 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2, and our telephone number is (514) 848-8000. Unless the context otherwise indicates, the terms “Alcan Inc.” or “Alcan”, the “Company”, “we”, “us” or “our” mean Alcan Inc. and its controlled subsidiaries.

RECENT DEVELOPMENTS

Agreement to Acquire FlexPac

      On December 20, 2002, we announced that we had signed a definitive agreement with Norsk Hydro to purchase VAW Packaging (FlexPac) for a purchase price of approximately €354 million, after adjustments, to be paid partly in cash and partly through the assumption of debt. As of April 28, 2003, the purchase price is expected to be approximately €302 million in cash (approximately $330 million as of such date) and approximately €52 million in debt assumption (approximately $58 million as of such date). FlexPac operates 14 flexible packaging plants in eight countries and has approximately 5,400 employees. FlexPac comprises a set of custom manufacturing businesses producing flexible packaging products for a wide variety of end-use customers and manufacturers of consumer goods, including those in the food, dairy and pharmaceutical industries. On February 24, 2003, the European Commission gave us clearance to complete the acquisition. Our completion of the FlexPac acquisition is subject to the satisfaction of the remaining closing conditions in our agreement with Norsk Hydro. Management expects to complete this acquisition in the second quarter of 2003.

Announcement of Preliminary Results for First Quarter of 2003

      On April 16, 2003 the Company reported first quarter net income of $13 million, or $0.04 per share, compared to $86 million, or $0.26 per share, in the first quarter of 2002, and $26 million, or $0.08 per share, in the final quarter of 2002.

      The results for the first quarter of 2003 included a non-cash, after-tax charge of $96 million ($0.30 per share) for the effects of foreign currency balance sheet translation (as defined below under “Interim Consolidated Review — Explanatory Information”) in addition to Other Specified Items (as defined below), after-tax, of $13 million ($0.04 per share) that consisted mainly of tax adjustments relating to prior years. Foreign currency balance sheet translation effects and Other Specified Items, after-tax, reduced earnings by $21 million ($0.07 per share) in the first quarter a year ago, and by $98 million ($0.30 per share) in the fourth quarter of 2002.

Interim Consolidated Review

     In the first quarter of 2003, sales and operating revenues for the quarter improved by 11% over the corresponding period in 2002 as a result of increased aluminum shipments and other fabricated product volumes, better ingot product realizations, the stronger Euro and a higher-value product mix, despite pricing pressure in Engineered Products and

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      Total aluminum volume of 1,101 thousand tonnes in the first quarter of 2003 was 9% higher than in the year-ago quarter, but 5% lower than in the fourth quarter of 2002. The year-over-year increase reflects the purchases by the Company in the second and third quarters of 2002 of an aggregate 40% interest in the Aluminerie Alouette smelter in Quebec; production restarts in Kitimat, British Columbia and in Brazil; and improved rolled product shipments in Europe and South America. Compared to the fourth quarter of 2002, volume decreased as a result of seasonally lower smelter production and decreased rolled product shipments in North and South America.

      Ingot product realizations of $1,578 per tonne in the first quarter of 2003 increased by $81 per tonne from the first quarter of 2002, despite a slight decrease in the London Metal Exchange (LME) price, mainly reflecting higher market premiums. Compared to the fourth quarter of 2002, realizations improved by $80 per tonne in line with LME prices and the increase in market premiums.

      For the first quarter of 2003, net income was $13 million, compared to $86 million in the year-ago quarter and $26 million in the fourth quarter of 2002. The differences were largely due to the unfavourable effects of foreign currency balance sheet translation compared to both prior periods, partially offset by a decrease in Other Specified Items of $73 million relative to the fourth quarter of 2002.

      Depreciation and amortization of $231 million in the first quarter of 2003 was 13% higher than in the year-ago quarter, largely due to the acquisition of Alouette, and 3% higher than in the fourth quarter of 2002.

      There was little change in first quarter 2003 interest expense of $49 million, compared to the first quarter of 2002 and the fourth quarter of 2002. Debt as a percent of invested capital at March 31, 2003 declined to 30%, compared to 31% at the end of the fourth quarter of 2002 and 32% at the end of the year-ago quarter, resulting from continued financial discipline that was reflected in strong free cash flows.

      The Company’s effective income tax rate was 91% in the first quarter of 2003. The Company’s effective income tax rate differed from its statutory corporate income tax rate in Canada of 39%, primarily due to the effects of foreign currency balance sheet translation in addition to Other Specified Items, which primarily included tax adjustments relating to prior years.

      For the first quarter of 2003, the average number of common shares outstanding was 321.5 million compared to 321.0 million in the year-ago quarter and 321.4 million in the fourth quarter of 2002. At March 31, 2003, 321.6 million shares were outstanding.

      Sensitivities to certain exchange rates and metal prices at March 31, 2003 are provided below:

      Estimated after-tax effect on the Company’s net income of:

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Explanatory Information

      The financial information contained in this prospectus supplement is presented in accordance with Canadian Generally Accepted Accounting Principles (GAAP), unless otherwise indicated. All figures are unaudited unless otherwise indicated.

      The term “foreign currency balance sheet translation” means gains and losses arising from translating balance sheet items, mainly in Canada and Australia (principally accounts payable, deferred credits and other liabilities, and deferred income taxes), at period-end exchange rates.

      “Other Specified Items” include, for example: restructuring charges; asset impairment charges; unusual environmental charges; gains and losses on non-routine sales of assets, businesses or investments; gains and losses from legal claims; gains and losses on the redemption of debt; income tax adjustments related to prior years and the effects of changes in income tax rates; and other items that do not typify normal business activities.

      All tonnages are stated in metric tonnes, equivalent to 2,204.6 pounds. All dollar figures are in U.S. Dollars.

      The following interim financial statements (as well as the other figures presented) are preliminary. The following financial statements do not include most of the note disclosures required under Canadian GAAP and under applicable accounting requirements under the United States Securities Act of 1933, as amended, and the related rules and regulations, including Article 10 of Regulation S-X. They also do not include management’s opinion that such financial statements reflect all adjustments that are necessary to a fair statement of the results for the interim period presented. The results are reported under Canadian GAAP. Among the note disclosures not provided is a reconciliation of the reported results to U.S. GAAP. Alcan’s U.S. GAAP results may differ materially from its Canadian GAAP results due to various differences between Canadian GAAP and U.S. GAAP, including differing standards related to the valuation of derivatives, and Alcan’s adoption, as of January 1, 2003, of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (“FASB Statement No. 143”) under U.S. GAAP. Further information regarding FASB Statement No. 143 is contained in Note 7 to the Consolidated Financial Statements in Alcan’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which is incorporated by reference into this prospectus supplement.

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ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF INCOME

1.  CAPITALIZATION OF INTEREST COSTS

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ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS

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ALCAN INC.

INTERIM CONSOLIDATED BALANCE SHEET

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ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

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USE OF PROCEEDS

      We intend to apply a portion of the net proceeds of this offering to repay short-term borrowings to be incurred to finance the cash portion of the acquisition price for our pending purchase of FlexPac. As of April 28, 2003 the cash portion of the acquisition price is expected to be approximately €302 million (approximately $330 million as of such date). We intend to apply the balance of the net proceeds to repay commercial paper of various maturities, all of less than one year. The average annual interest rate on the commercial paper to be repaid is 1.39% as of April 28, 2003. As of March 31, 2003, we had approximately $575 million of commercial paper outstanding.

RATIOS OF EARNINGS TO FIXED CHARGES

      The following table shows our consolidated ratios of earnings to fixed charges for the periods indicated:

     For further information regarding differences between Canadian and United States generally accepted accounting principles, see Note 7 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 which is incorporated by reference into this prospectus supplement.

CAPITALIZATION

      The following table sets forth in summary form our capitalization as of March 31, 2003 and as adjusted on a pro forma basis to reflect the issuance of the Notes and the application of the net proceeds thereof as set forth under “Use of Proceeds”, as well as the assumption of debt in connection with the acquisition of FlexPac.

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DESCRIPTION OF THE NOTES

      The following is a description of the particular terms of the Notes offered by this prospectus supplement and the accompanying prospectus and, to the extent inconsistent with the accompanying prospectus, replaces the description of the general terms and provisions of Debt Securities provided in the prospectus. We refer potential purchasers of the Notes to that description, as well as to the following description. The statements in this prospectus supplement concerning the Notes and the Indenture do not purport to be complete.

General

      The Notes are an issue of debt securities described in the prospectus that follows. The Notes will be issued as a separate series of senior debt securities under the Indenture, under which Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), serves as Trustee (the “Trustee”). The Trustee will also serve as paying agent with respect to the Notes. The Trustee is an affiliate of Deutsche Bank Securities Inc., an underwriter of the Notes. Under the Trust Indenture Act of 1939, as amended, due to this affiliation, if a default occurred on the Notes, Deutsche Bank Trust Company Americas would be required to resign as Trustee within 90 days of the default unless the default were cured, duly waived, or otherwise eliminated.

      The Notes will mature on May 15, 2013. The Notes will be issued in $500,000,000 aggregate principal amount. In addition to the Notes, we may issue from time to time other series of Securities under the Indenture consisting of notes, debentures or other evidences of indebtedness. Such other series will be separate from and independent of the Notes. The Notes are the sixteenth series of Securities to be issued under the Indenture. The Notes will be issued only in registered form in denominations of $1,000 and integral multiples of $1,000. The Notes will not be entitled to the benefit of any sinking fund.

      We may, without the consent of the holders of the Notes, issue additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes. Any additional Notes having such similar terms, together with the Notes, will constitute a single series of Notes under the Indenture.

Payment of Interest

      Each Note will bear interest at the rate set forth on the front cover hereof, payable semi-annually in arrears on May 15 and November 15 of each year, to the person in whose name the Note is registered at the close of business on the preceding May 1 or November 1, respectively. The first interest payment date is November 15, 2003. Interest will accrue on the Notes from May 1, 2003. Interest will be computed on the basis of a 360 day year of twelve 30 day months.

Optional Redemption Feature

      We may redeem the Notes in whole or in part, at our option at any time, on not less than 30 or more than 60 days’ notice mailed to registered Holders of the Notes (see “Description of Debt Securities — Book-Entry Only Procedures” in the accompanying prospectus), at a redemption price equal to the greater of:

together with accrued interest on the principal amount being redeemed to the date of redemption.

      “Treasury Rate” means, with respect to any redemption date for Notes, (a) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical releases designated “H. 15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities, adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (b) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the

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      “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

      “Comparable Treasury Price” means, with respect to any redemption date (a) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third business day preceding such redemption date.

      “Reference Treasury Dealer” means (1) each of Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Company.

      “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

      Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before any redemption date, we shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

Book-Entry Only Securities

      The Notes will be issued in the form of one or more fully registered global Notes which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary (DTC), and registered in the name of DTC’s nominee. Except as set forth in the prospectus, the global Notes may be transferred, in whole and not in part, only to DTC or another nominee of DTC. A holder may hold beneficial interests in the Notes directly through DTC, if the holder is a participant in DTC, or indirectly through organizations that are participants in DTC or that have accounts with participants in DTC, including Euroclear and Clearstream, Luxembourg. See “Description of Debt Securities — Book-Entry Only Procedures” in the prospectus.

      So long as the Notes are represented by a global certificate, the interest payable on the Notes will be paid to Cede & Co., the nominee of DTC, or its registered assigns as the registered owner of the global certificate representing the Notes by wire transfer of immediately available funds on each of the applicable interest payment dates, not later than 2:30 p.m., New York City time. If the Notes are no longer represented by a global certificate, payment of interest may, at our option, be made by check mailed to the person entitled to payment. No service charge will be made for any transfer or exchange of Notes, but we may require payment of a sum sufficient to satisfy any tax or governmental charge payable in connection with the transfer or exchange.

      Settlement for the Notes will be made in immediately available funds. Secondary market trading in the Notes will be settled in immediately available funds.

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CANADIAN TAXATION

      We have been advised by Hugh Berwick, Senior Tax Counsel of Alcan Inc., our Canadian tax 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:

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

UNITED STATES TAXATION

      This section describes the material United States federal income tax consequences of owning the Notes we are offering. It is the opinion of Sullivan & Cromwell LLP, counsel to Alcan Inc. It applies to you only if you acquire Notes in the offering at the offering price and you hold your Notes as capital assets for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

      If you purchase Notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you. You should consult your tax advisor regarding this possibility.

      This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

Please consult your own tax advisor concerning the consequences of owning these Notes in your particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

United States Holders

      This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a Note and you are:

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      If you are not a United States holder, this subsection does not apply to you and you should refer to “United States Alien Holders” below.

      Payments of Interest. You will be taxed on interest on your Note as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes. Interest paid by Alcan Inc. on the Notes is income from sources outside the United States but, with certain exceptions, will be “passive” or “financial services” income, which is treated separately from other types of income for purposes of computing the foreign tax credit allowable to a United States holder.

      Purchase, Sale and Retirement of the Notes. Your tax basis in your Note generally will be its cost. You will generally recognize capital gain or loss on the sale or retirement of your Note equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest, and your tax basis in your Note. Capital gain of a noncorporate United States holder is generally taxed at a maximum rate of 20% where the property is held more than one year, and 18% where the property is held for more than five years.

United States Alien Holders

      This subsection describes the tax consequences to a United States alien holder. You are a United States alien holder if you are a beneficial owner of a Note and you are, for United States federal income tax purposes:

      If you are a United States holder, this subsection does not apply to you.

      Under United States federal income and estate tax law, and subject to the discussion of backup withholding below, if you are a United States alien holder of a Note, interest on a Note paid to you is exempt from United States federal income tax, including withholding tax, whether or not you are engaged in a trade or business in the United States, unless:

      Purchase, Sale, Retirement and Other Disposition of the Notes. If you are a United States alien holder of a Note, you generally will not be subject to United States federal income tax on gain realized on the sale, exchange or retirement of a Note unless:

      For purposes of the United States federal estate tax, the Notes will be treated as situated outside the United States and will not be includible in the gross estate of a holder who is neither a citizen nor a resident of the United States at the time of death.

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Backup Withholding and Information Reporting

      If you are a noncorporate United States holder, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to:

      Additionally, backup withholding will apply to such payments if you are a noncorporate United States holder that:

      If you are a United States alien holder, you are generally exempt from backup withholding and information reporting requirements with respect to:

      Payment of the proceeds from the sale of a Note effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of a Note that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption.

      In addition, a sale of a Note effected at a foreign office of a broker will be subject to information reporting if the broker is:

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption. Backup withholding

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UNDERWRITERS

      Under the terms and subject to the conditions contained in an underwriting agreement dated April 28, 2003, we have agreed to sell to the underwriters named below, for whom Morgan Stanley & Co. Incorporated is acting as the representative, the following respective principal amounts of the Notes:

      The underwriting agreement provides that the underwriters are obligated to purchase all of the Notes if any are purchased. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering of the Notes may be terminated.

      All sales of Notes in the United States will be made through U.S. registered broker/dealers.

      The underwriters propose to offer the Notes initially at the public offering price on the cover page of this prospectus supplement and to selling group members at that price less a selling concession of .20% of the principal amount per Note. The underwriters and selling group members may allow a discount of .125% of the principal amount per Note on sales to other broker/dealers. After the initial public offering the underwriters may change the public offering price and concession and discount to broker/dealers.

      We estimate that our out-of-pocket expenses for this offering will be approximately $350,000.

      We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments which the underwriters may be required to make in that respect.

      Certain of the underwriters and their respective affiliates have, from time to time, performed various investment or commercial banking and financial advisory services for us in the ordinary course of business and may from time to time in the future provide such services to us, for which they have received and may continue to receive customary fees.

      In connection with the offering the underwriters, may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”).

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      These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes. As a result the price of the Notes may be higher than the price that might otherwise exist in the open market. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

EXPERTS

      The financial statements incorporated in this prospectus supplement by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

VALIDITY OF THE OFFERED NOTES

      References in the accompanying prospectus to “Sullivan & Cromwell” are hereby changed to “Sullivan & Cromwell LLP”.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current 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 room. 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 documents 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 the underwriters sell all of the Notes:

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

      Our common shares are traded on The New York Stock Exchange and on The Toronto Stock Exchange under the symbol “AL”. You may also inspect our SEC filings at the offices of The New York Stock Exchange, 11 Wall Street, New York, New York 10005.

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Alcan Inc.

$1,000,000,000

SENIOR DEBT SECURITIES

SUBORDINATED DEBT SECURITIES

PREFERENCE SHARES

COMMON SHARES

WARRANTS

Alcan Inc. intends to offer at one or more times separately or in combination debt securities, equity securities and warrants with a total offering price not to exceed $1,000,000,000. 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.

Alcan Inc. may sell the securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters or agents will be set forth in supplements to this prospectus.

Alcan Inc.’s common shares are listed on the New York Stock Exchange and The Toronto Stock Exchange under the symbol “AL”.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated May 17, 2002.

TABLE OF CONTENTS

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FORWARD LOOKING STATEMENTS

      Some statements made or incorporated by reference in this prospectus are forward-looking statements. Terms such as “believes”, “expects”, “may”, “will”, “could”, “should”, “anticipates”, “estimates” and “plans” and variations on terms such as these signify forward-looking statements. Because these forward-looking statements include risks and uncertainties, we caution you that actual results may differ materially from the results expressed in or implied by the statements.

      Adverse factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things:

      We may note additional factors in this prospectus, in an accompanying prospectus supplement and in documents incorporated by reference into this prospectus and an accompanying prospectus supplement. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (SEC) utilizing a “shelf” registration, or continuous, 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 $1,000,000,000:

      The common shares and the preference shares are referred to as the equity securities; the senior debt securities and the subordinated debt securities are referred to as the debt securities; the equity securities, the debt securities and the warrants are referred to as the securities.

      Unless otherwise indicated, dollar amounts provided in this prospectus are denominated in U.S. dollars.

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      This prospectus provides you with a general description of the securities. Each time we sell the securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. 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 documents 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 securities:

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

      Our common shares are traded on the New York Stock Exchange under the symbol “AL”. You may inspect the reports and other information concerning us at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

      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.

      Neither we nor any underwriter or agent will make an offer to sell these securities in any jurisdiction where the offer or sale 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 assume that the information appearing in this prospectus, as well as information we have previously filed with the SEC and incorporated by reference, is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. You should assume that the information appearing in a prospectus supplement, as well as information contained in a document incorporated by reference in a prospectus supplement, is accurate only as of the date of the prospectus supplement or incorporated document.

      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

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ABOUT ALCAN INC.

      We are a Canadian corporation and the parent company of an international group operating in many aspects of the aluminium and speciality packaging businesses.

      Our operations include:

      We have a network of operations in 38 countries with 50,000 dedicated employees, a global customer base, innovative products and advanced technologies.

      Our principal executive offices are located at 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2, and our telephone number is (514) 848-8000. Unless the context otherwise indicates, the terms “Alcan Inc.” or “Alcan”, “we”, “us” or “our” mean Alcan Inc. and its controlled subsidiaries.

USE OF PROCEEDS

      Unless otherwise indicated in an accompanying prospectus supplement, the net proceeds we will receive from the sale of the securities will be used for general corporate purposes. Unless otherwise indicated, funds that will not be used immediately for such purposes may be invested in short-term investments.

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RATIOS OF EARNINGS TO FIXED CHARGES AND

      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:

      For further information regarding differences between Canadian and United States generally accepted accounting principles, see Note 6 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2001, which is incorporated by reference into this prospectus.

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DESCRIPTION OF DEBT SECURITIES

Rank and Unsecured Status

      We may issue senior or subordinated debt securities from time to time. Neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus by owning a debt security, you are one of our unsecured creditors.

      The senior debt securities will constitute part of our senior debt and will rank equally with all of our other unsecured and unsubordinated debt.

      The subordinated debt securities will constitute part of our subordinated debt and will be subordinate in right of payment to all of our senior indebtedness, as that term is defined in the Indenture. The prospectus supplement for any series of subordinated debt securities will indicate the approximate amount of senior indebtedness outstanding as of the end of our most recent fiscal quarter. We will not be limited in our ability to subsequently incur additional senior indebtedness.

      We use the term debt securities in this prospectus to refer to both the senior debt securities and the subordinated debt securities.

Indenture for the 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 so supplemented, the Indenture), between us and Bankers Trust Company, as Trustee. The Indenture is a contract governed by the laws of the State of New York. 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 of which this prospectus forms a part. The Indenture contains the full legal text of the matters described in this section describing its terms. 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 prospectus supplement relating to any series of the debt securities being offered will include specific terms relating to the debt securities offered. These terms will include some or all of the following:

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      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. Unless otherwise indicated in the prospectus supplement, 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, in New York, New York. The payment of interest, if any, may be made at our option by our mailing a check to the person entitled to receive the interest at the address listed in the debt security register. (Section 3.1)

      We will establish a record date for the payment of interest, if any, on the debt securities of each series. If no record date is established and interest payment dates fall on the first day of a calendar month, the record date will be the fifteenth day of the calendar month preceding the interest payment date. If no record date is established and interest payment dates fall on the fifteenth day of a calendar month, the record date will be the first day of the calendar month. (Section 2.7)

We Are Not Limited From Issuing Additional Debt and Other Securities

      The Indenture does not limit other indebtedness or securities which we may issue, under the Indenture or otherwise, and contains no financial or similar restrictions on us except as described below. The Indenture does not limit our ability to occur additional indebtedness senior to any subordinated debt securities we may issue.

Form and Exchange

      Unless otherwise indicated in a prospectus supplement, we will 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 debt securities in this form here and in the prospectus supplement as book-entry only.

      If specified in the related prospectus supplement, a holder of a series of offered debt securities may also hold its debt securities through Clearstream, Luxembourg or Euroclear in Europe, if it is a participant of these systems, or through such other clearing systems as may be specified.

      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. Unless otherwise indicated in a prospectus supplement, senior debt securities in certificated form will be issued only in increments of $1,000 and multiples of $1,000 and subordinated debt securities in certificated form will be issued only in increments of $25 and multiples of $25. Debt securities will be exchangeable without charge except for reimbursement of taxes or other governmental charges, if any. We will refer to debt securities in this form in the prospectus supplement as certificated.

Book-Entry Only Procedures

Clearance and Settlement Through DTC

      We may issue the debt securities contemplated by this prospectus in the form of one or more fully registered global securities, which represent offered securities. These global securities will be deposited with DTC and registered in the name of its nominee. The global securities are traded in units which are beneficial interests representing fractional portions of the global security. DTC (or its nominee) will hold each global security in book-entry form, as described below, for the benefit of institutions that have accounts with DTC (participants).

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      DTC has advised us that it is:

      DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in participants’ accounts. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Others, such as banks, brokers, dealers and trust companies that either directly or indirectly clear through or maintain a collateral relationship with a participant, also have access to DTC’s book-entry system. DTC administers its book-entry system in accordance with its rules and bylaws and legal requirements.

      When a global security representing offered securities are issued, DTC will credit (on its book-entry registration and transfer system) the principal amount to participants’ accounts, in varying amounts as subscribed by the participants. DTC will maintain ownership records for participants’ interests, and the participants will maintain a collateral relationship with a participant, also have access to DTC’s book-entry system. DTC administers its book-entry system in accordance with its rules and bylaws and legal requirements.

      So long as DTC (or its nominee) is the registered holder of a global security, DTC (or its nominee) will be considered, for all purposes the sole owner and holder of the related securities. Except as described below, you will not be entitled to:

      The laws of some jurisdictions may require that certain purchasers take physical delivery of securities in definitive form. These laws may restrict or prevent the transfer of beneficial interests in a global security.

      Each person owning a beneficial interest in a global security must rely on DTC’s procedures (and, if that person holds through a participant, on the participant’s procedures) to exercise any rights of a holder of offered securities under the global security or the indentures. The indentures provide that DTC may grant proxies and otherwise authorize participants to take any action which DTC is entitled to take under the indentures or the global security. We understand that under existing industry practice, if we request any action of holders, or an owner of a beneficial interest in a global security desires to take any action, that DTC (as the holder of the global security) is entitled to take, DTC would authorize the participants to take that action and the participants would authorize the beneficial owners to take the action or would otherwise act upon the instructions of the beneficial owners.

      We will make payments to DTC. We expect that when DTC receives any payment, it will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests. We also expect that payments by participants to owners of beneficial interests in a global security held through them will be governed by standing instructions and customary practices (as is the case with securities held by brokers for customers’ accounts in street name). If we redeem the securities represented by any global security, we will notify DTC of the redemption and will make final payment to DTC. We expect that DTC and the participants will in turn notify the respective beneficial holders and distribute payment to them accordingly. We or any trustee will not be responsible or liable for:

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      The global securities may not be transferred except as a whole between DTC and its nominee, unless they are exchanged for global securities of the same aggregate denomination to be registered in DTC’s or its nominee’s name, or unless they are exchanged in whole or in part for certificated securities in definitive form. The securities of any series represented by a global security may be exchanged for certificated securities in definitive form only if:

      If there is such an exchange, we will issue certificated securities in authorized denominations and registered in such names as DTC directs.

Clearance and Settlement Through Clearstream, Euroclear and Other Clearing Systems

      Unless otherwise indicated in a prospectus supplement, the following information will apply if we use book entry systems operated by Clearstream Banking, Société Anonyme, Euroclear Bank S.A./ N.V. or any other clearing system for any series of debt securities in addition to or instead of DTC.

      In addition to or in lieu of DTC we may use book-entry systems operated by Clearstream Banking, Société Anonyme, or Clearstream, Luxembourg, in Luxembourg and Euroclear Bank S.A./ N.V., or Euroclear, in Brussels, Belgium. These systems have established electronic securities and payment transfer, processing depositary and custodial links among themselves, DTC and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

      Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for debt securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis.

      Global securities will be registered in the name of a nominee for, and accepted for settlement and clearance by, one or more of, Euroclear, Clearstream, Luxembourg or any other clearing system identified in the applicable prospectus supplement.

      Cross-market transfers of debt securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities. Investors in debt securities that are issued outside of the United States, its territories and possessions must initially hold their interests through Euroclear, Clearstream, Luxembourg or the clearance system that is described in the applicable prospectus supplement.

      The policies of DTC, Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters relating to the investors’ interests in securities held by them. This will also be the case for any other clearance system that may be named in a prospectus supplement.

      Euroclear and Clearstream, Luxembourg hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream, Luxembourg’s names on the books of their respective depositaries which, in the case of securities for which a global security in registered form is deposited with DTC, in turn hold such interests in customers’ securities accounts in the depositaries’ names on the books of DTC.

      We have no responsibility for any aspect of the actions of DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspect of the records kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants.

      We also do not supervise these systems in any way. This is also the case for any other clearing system indicated in a prospectus supplement.

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      Clearstream, Luxembourg, Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

      The description of the clearing systems in this section reflects our understanding of the rules and procedures of Clearstream, Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

     Clearstream, Luxembourg

      With respect to Clearstream, Luxembourg our understanding is as follows:

     Euroclear

      With respect to Euroclear our understanding is as follows:

     Other Clearing Systems

      We may choose any other clearing system for a particular series of debt securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

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     Primary Distribution

      The distribution of the debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

      Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for the specific series of securities. Customary clearance and settlement procedures are described below.

      We will submit applications to the relevant system or systems for the securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the prospectus supplement.

     Clearance and Settlement Procedures

      We understand that investors that hold their debt securities through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form.

      Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream, Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

     Secondary Market Trading

     Trading between Euroclear and/or Clearstream, Luxembourg Participants

      We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form.

     Trading between a DTC Seller and a Euroclear or Clearstream, Luxembourg Purchaser

      A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream, Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the securities from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream, Luxembourg participant. Euroclear or Clearstream, Luxembourg, as the case may be, will then instruct the common depositary for Euroclear or Clearstream, Luxembourg to receive the securities either against payment or free of payment.

      The interests in the securities will be credited to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures. Credit for the securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the securities will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream, Luxembourg cash debit will be valued as of the actual settlement date instead.

      Euroclear participants or Clearstream, Luxembourg participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream, Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream, Luxembourg until the securities are credited to their accounts one business day later.

      As an alternative, if Euroclear or Clearstream, Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream, Luxembourg participants purchasing securities would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, interest on the debt securities

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      Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver securities to the depositary on behalf of Euroclear participants or Clearstream, Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.

     Special Timing Considerations

      You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the debt securities through Clearstream, Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

      In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream, Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities, or to receive or make a payment or delivery of the debt securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used.

     Indenture Covenants

      The Indenture contains promises by us, called “covenants” for the benefit of the holders of the debt securities. The covenants described under the headings “Limitations on Liens” and “Limitation on Sale Leaseback Transactions” are made for the benefit of holders of our senior debt securities only. The holders of our subordinated debt securities will not receive the benefits of these covenants.

     Limitations on Liens

      We have agreed in the Indenture 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:

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      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)

Defined Terms

      The following terms used above have the following meanings (Section 1.1):

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

      “Indebtedness” means:

      “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.

Limitation on Sale and Leaseback Transactions

      The Indenture imposes restrictions on our ability to enter into sale 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

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Subordination Provisions

      Direct holders of subordinated debt securities should recognize that contractual provisions in the Indenture may prohibit us from making payments on those securities. Subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the Indenture, to all of our senior indebtedness, as defined in the Indenture, including all of the senior debt securities we have issued and will issue under the Indenture.

      Under the Indenture, “senior indebtedness” includes all of our obligations to pay principal, premium, interest, penalties, fees and other charges:

      The following types of our indebtedness will not rank senior to the subordinated debt securities:

      The Indenture provides that, unless all principal of and any premium or interest on the senior indebtedness has been paid in full, no payment or other distribution may be made in respect of any subordinated debt securities in the following circumstances:

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