AMENDED AND RESTATED METAL SUPPLY AGREEMENT
  NOVELIS
INC.       RIO TINTO ALCAN INC.
 for the Supply of Sheet Ingot in North America
 Dated as of January 1, 2008




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TABLE OF CONTENTS
 1. DEFINITIONS AND INTERPRETATION
    
    
    22. METAL
    
    
    103. FORCE MAJEURE
    
    
    164. ASSIGNMENT
    
    
    185. TERM AND TERMINATION
    
    
    196. EVENTS OF DEFAULT
    
    
    197. DISPUTE RESOLUTION
    
    
    218. MISCELLANEOUS
    
    
    24SCHEDULES1 Product Premium2 Metal Specifications3 Shipment and Delivery Performance




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AMENDED AND RESTATED METAL SUPPLY AGREEMENT
 THIS AGREEMENT
 BETWEEN:
    
    NOVELIS INC., a corporation organized under the Canada Business
Corporations Act(Novelis or the Purchaser);AND:
    
    RIO TINTO ALCAN INC. (formally known as Alcan Inc.), a
corporation organized under the Canada Business Corporations Act
(Alcan or the Supplier).
 RECITALS:
 WHEREAS
 WHEREAS
 NOW THEREFORE,
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    Definitions
  Affected Party
 Affiliate control controlling controlled
 Agreement
 Alcan




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3 Alcan Group
 Annual Base Quantity
 Applicable Law
 Business Concern
 Business Day
 Commercially Reasonable Efforts means the efforts that a reasonable and prudent
Person desirous of achieving a business result would use in similar 
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4  Consent
 Contract Price
 (i)
    
    the Midwest Price calculated for such month;(ii)
    
    minus the LME Discount Percentage of the LME 3-Month
Aluminum Price for such month:
 (a)
    
    on the portion purchased in such month of
the first *** Tonnes of Metal purchased in Contract Year ***;(b)
    
    on the portion purchased in such month of
the first *** Tonnes of Metal purchased in Contract Year ***; and(c)
    
    on the portion purchased in such month of
the first *** Tonnes of Metal purchased in Contract Year ***;
 (iii)
    
    plus the Product Premium in effect in such month;(iv)
    
    minus the Logistics Discount Amount applicable in
such month ;(v)
    
    plus the Cut Premium, if any, applicable to such
Metal;(vi)
    
    plus the Small Quantity Premium, if any, applicable
to such Metal; and(vii)
    
    minus the Product Discount, if any, applicable to
such Metal.
  
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5 Contract Year
 CPT
 Cut Premium
 Default Interest Rate
 Defaulting Party
 Delivery Site
 (i)
    
    Oswego Plant, Oswego, New York;(ii)
    
    Logan Aluminum, Russelville, Kentucky; or(iii)
    
    such other facilities of the Purchaser as may be
agreed to by the Supplier.
 Disputes
 Dollars $
 Event of Default
 Force Majeure
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6 Governmental Authority
 Governmental Authorization
 Group
 ICC
 Incoterms 2000
 Information
 Liabilities
 LME Discount Percentage





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7 LME 3-Month Aluminum Price Metal
Bulletin
 LME
 Logistics Discount Amount
 Metal Schedule 2
 Midwest Price Platts Metals Week Platts Metals
Week
 Novelis
 Novelis Group
 Order
 
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8 Ordinary Course of Business
 Original Agreement
 Party Parties
 Person
 Product Discount
 Product Premium
 (i)
    
    in respect of Metal supplied hereunder up to June 30,
2008, the premiums per Tonne set out in Schedule 1; and(ii)
    
    in respect of Metal supplied hereunder in each 12
month period from July 1 to June 30, commencing July 1, 2008, the
applicable Product Premium at June 30 of the immediately preceding 12
month period plus an amount equal to the product of (i) the Product
Premium for the immediately preceeding 12 month period and (ii) ***% of
the percentage variation in the US PPI that has taken place between
January 1 and December 31 in the last ended Contract Year.
 Purchaser
 Representatives
 
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9 Sales Tax
 Separation Agreement
 Small Quantity Premium
 Quantity (Tonnes)
    
    Premium Per Tonne*** to ***
    
    $****** to ***
    
    $****** to ***, or one furnace load if smaller
    
    $***
 Specifications Schedule 2
 Supplier
 Supplier Facilities
 (i)
    
    Laterrière,(ii)
    
    Grande-Baie,(iii)
    
    Bécancour,(iv)
    
    Kitimat,
 
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10 (v)
    
    or such other locations as may be agreed to by the
Purchaser in accordance with Section 2.1(b).
 Term
 Terminating Party
 Third Party
 Tonne
 US PPI
 1.2
    
    CurrencyAll references to currency herein are to Dollars unless otherwise specified.1.3
    
    Vienna ConventionThe Parties agree that the terms of the United Nations Convention (Vienna Convention)
on Contracts for the International Sale of Goods (1980) shall not apply to this
Agreement or the obligations of the Parties hereunder.
 2.
    
    METAL
 2.1
    
    Supply and Sale by the Supplier
 (a)
    
    Subject to the terms and conditions of this Agreement, beginning as
of *** and continuing throughout the Term of this Agreement, the
Supplier shall supply and sell to the Purchaser in each Contract year, CPT the
applicable Delivery Site, a quantity of Metal equal to the Annual Base Quantity,
subject to adjustment resulting from the monthly purchases of Metal pursuant to
and in accordance with Section 2.4(i).(b)
    
    The Supplier shall supply Metal from a Supplier Facility of the
Suppliers choosing or from such other sources and locations as may be agreed by
the Parties. If the Supplier wishes at any time to deliver
 
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11 Metal hereunder to the Purchaser from a source other than the facilities named
in the definition of Supplier Facilities herein, it may do so provided such
Metal complies with the Specifications and the Purchaser has confirmed in
writing that the source of such Metal is acceptable to it. The Purchaser shall
act reasonably in providing such confirmation.(c)
    
    The quantity of Metal which the Purchaser agrees to purchase and
the Supplier agrees to supply hereunder shall be subject to reduction on a pro
rata basis in the event the Supplier provides notice to the Purchaser that one of
the Supplier Facilities owned by the Supplier has been temporarily or permanently
shut down by the Supplier, provided such shut down has occurred as a result of a
good faith decision by the Supplier that the continued operation of such Supplier
Facility would be uneconomic or otherwise unviable or non value-maximizing for
the Supplier. This reduction shall be for such quantity as may be agreed by the
Parties and, failing agreement, shall be for such quantity as is equal to the
Annual Base Quantity for the applicable Contract Year multiplied by the annual
reduction capacity of Metal of the Supplier Facilities that have been shut down,
and divided by the total annual production capacity of Metal of all Supplier
Facilities before giving effect to the shutdown.Annual Base Quantity for the relevant Contract Years and other related volume
levels will be adjusted accordingly. Any reduction pursuant to this section
2.1(c) in the Suppliers obligation to supply Metal shall only take effect 18
months after Supplier has provided notice thereof to Purchaser.Likewise, should the Purchaser decide to shut down any of its facilities being
supplied under this Agreement, Purchaser will be entitled to reduce Annual Base
Quantities in a similar manner and with the same 18-month notice to Supplier.
 2.2
    
    Purchase by the PurchaserSubject to the terms and conditions of this Agreement,
beginning as of *** and continuing throughout the Term of this Agreement, the Purchaser shall purchase and
take delivery from the Supplier in each Contract Year , CPT the applicable Delivery
Site , a quantity of Metal equal to the Annual Base Quantity , subject to adjustment
resulting from the monthly purchases of Metal pursuant to and in accordance with
Section 2.4(i).2.3
    
    Notification of Estimated Quantities of Metal Required by the Purchaser
 
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12 
 a)
    
    The Purchaser and the Supplier shall use Commercially Reasonable
Efforts to arrange for shipping and delivery to be evenly spread on a monthly
basis throughout each Contract Year.b)
    
    The quantity of Metal to be sold and purchased hereunder (i) in
each calendar month of the Term shall not exceed ***% or be less than ***% of one
twelfth (1/12) of the Annual Base Quantity for the relevant Contract Year and
(ii) in each Contract Year shall not exceed the Annual Base Quantity for such
Contract Year or be less than ***% of the Annual Base Quantity for such Contract
Year. Any variations to the sale and purchase of the Annual Base Quantity in any
Contract Year shall only occur as a result of the monthly purchases of Metal
pursuant to and in accordance with Section 2.4(i).
 2.4
    
    Scheduling of QuantitiesSubject to Section 2.3(b), throughout the Term of this Agreement, by the
fifteenth (15th) day of each calendar month (and if such day is not a Business Day, on
the Business Day immediately preceding such 15th day), the Purchaser shall
notify the Supplier of:
 (i)
    
    the quantity of Metal it will purchase during the
following calendar month (an Order); the Purchaser shall use Commercially
Reasonable Efforts to ensure that the quantities identified in the Orders
in each Contract Year are as nearly equal as possible, and in any event
would not fluctuate in respect of delivery in any particular month by more
or less than ***% of the Annual Base Quantity divided by 12; and(ii)
    
    the Purchasers best estimate (which is non-binding) of
its Metal requirements during the two (2) calendar months following the
calendar month referred to in Section 2.4 (i).
 2.5
    
    Suppliers Shipping Obligations
 (a)
    
    The Supplier shall supply to the Purchaser, and the Purchaser shall
purchase from the Supplier, in accordance with the terms hereof, in each month,
such quantity of Metal as is identified by the Purchaser in respect of such
calendar month in the Order for such month delivered by the Purchaser in
accordance with Section 2.4 ;provided that during each calendar month the
Purchaser, by notice to the Supplier, may vary the quantity of Metal to be
purchased in such month to a quantity of
 
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13 Metal between ***% and ***% of the quantity of Metal identified in the Order
for such calendar month, subject to meeting the requirements of Section 2.4(i)
relative to minimum and maximum monthly quantities and of Section 2.3(b)
relative to the Annual Base Quantity.(b)
    
    Notwithstanding the provisions of Incoterms 2000 and Section 2.9,
the Supplier acknowledges its responsibility to make all necessary arrangements
for the transportation of Metal to the Delivery Site on behalf of the Purchaser.
The Supplier shall act as the disclosed agent of the Purchaser in entering into
contracts for hiring carriers for the shipment of Metal under this Agreement. In
doing this, the Supplier shall use Commercially Reasonable Efforts to obtain
competitive freight rates and shall consult with the Purchaser before entering
into any long term contracts for hiring carriers on behalf of the Purchaser. The
Supplier shall use Commercially Reasonable Efforts to ensure that such
transportation is suitable for delivering the Metal to the Delivery Site.
 (c)
    
    The Supplier undertakes to maintain the same practices and levels
of service in respect of shipments of Metal hereunder consistent with its past
and current practices. The Supplier undertakes to ensure that any shipments of
Metal supplied hereunder:
 (i)
    
    to the Purchasers facilities at Oswego Plant, Oswego,
New York, may be made by rail to an intermediate point (which may be
Brockville, Ontario), with onward shipment to such Delivery Site by truck;
and(ii)
    
    to the Purchasers facilities at the Logan Aluminum
Plant, Russellville, Kentucky, may made by either rail or truck in
accordance with current practice. Changes to current practice require
mutual agreement.
 (d)
    
    Matters regarding shipment and delivery performance hereunder shall
be governed by the provisions of Schedule 3.
 2.6
    
    Price
 (a)
    
    The price payable by the Purchaser to the Supplier for each Tonne
of Metal sold and purchased pursuant to Sections 2.1 and 2.2 shall be the
Contract Price. The calendar month used for calculating the Contract
 
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14 Price for any shipment of Metal shall be the calendar month of shipment set
forth in the relevant Order.(b)
    
    In the event that (i) LME ceases or suspends trading in aluminum,
(ii) Platts Metal Weekceases to be published or ceases to publish the relevant
reference price for determining the Midwest Price, or (iii)  Metal Bulletin
ceases to be published or ceases publication of the relevant reference price for
determining the LME 3-Month Aluminum Price, the Parties shall meet with a view to
agreeing on an alternative publication or, as applicable, reference price. If
the Parties fail to reach an agreement within sixty (60) days of any Party having
notified the other to enter into discussions to agree to an alternative
publication or reference price, then the Chairman of the LME in London, England
or his nominee shall be requested to select a suitable reference in lieu thereof
and an appropriate amendment to the terms of this Section 2.6. The decision of
the Chairman or his nominee shall be final and binding on the Parties.(c)
    
    The Supplier shall use Commercially Reasonable Efforts to review
its costing practices with a view to reducing the alloy size combination to less
than one furnace load.
 2.7
    
    Quality
 (a)
    
    Metal supplied under this Agreement shall comply with the
Specifications set forth in Schedule 2. The Supplier shall use
Commercially Reasonable Efforts to notify the Purchaser prior to shipment of any
Metal that does not meet Specifications. The Purchaser shall not be required to
accept delivery of any Metal that does not meet Specifications. If the Purchaser
does not accept delivery of Metal not meeting Specifications, the Suppliers
obligation shall be limited to the assumption of all costs for return of such
Metal to the Supplier, and for the delivery of replacement Metal to the
Purchaser. All other express or implied warranties, conditions and other terms
relating to Metal hereunder, including warranties relating to merchantability or
fitness for a particular purpose, are hereby excluded to the fullest extent
permitted by Applicable Law.(b)
    
    If the Specifications for Metal supplied by the Supplier change,
the Supplier may propose that the Specifications set forth in Schedule 2
be amended to reflect such changes. If the revised Specifications do not result
in increased costs for the processing of such Metal by the Purchaser, the
Purchaser shall not unreasonably withhold or delay its consent to such changed
specifications.




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15 
 2.8
    
    Payment
 (a)
    
    The Purchaser shall pay the Supplier in full, in accordance with
Suppliers commercial invoice, for each shipment of Metal meeting the
Specifications set out in Schedule 2 or otherwise accepted by Purchaser. Payment
shall be made on the first (1st) day and fourteenth (14th)
day of each month during the Term (each a Payment Date), or if such day is not
a Business Day, then on the immediately following Business Day. Payment shall be
made on each Payment Date in respect of all invoices issued more than 30 days
prior to such payment date and not previously paid, with invoices issued after
such date being payable on the next following Payment Date.(b)
    
    If the Purchaser believes that a shipment of Metal does not meet
the Specifications set out in Schedule 2 and has rejected such shipment
in a timely manner in accordance with the terms hereof, it need not pay the
invoice. However, if the Purchaser subsequently accepts that the Metal complies
with the Specifications set out in Schedule 2, the Purchaser shall pay
the invoice and, if payment is overdue pursuant to Section 2.8(a) above, interest
in accordance with Section 2.8(c).(c)
    
    If any payment required to be made pursuant to Section 2.8(a) above
is overdue, the full amount shall bear interest at a rate per annum equal to the
Default Interest Rate calculated on the actual number of days elapsed, accrued
from and excluding the date on which such payment was due, up to and including
the actual date of receipt of payment in the nominated bank or banking account.(d)
    
    All amounts paid to the Supplier or the Purchaser hereunder shall
be paid in Dollars by wire transfer in immediately available funds or by ACH to
the account specified by the Supplier or Purchaser, as applicable, by notice from
time to time by one Party to the other hereunder.(e)
    
    If any Party fails to purchase or supply, as applicable, any
quantity of Metal in any month as required under the terms of this Agreement,
such Party shall be liable to the other Party for all direct damages, losses and
costs resulting from such failure, provided that such other Party shall use its
Commercially Reasonable Efforts to mitigate such damages, losses and costs.
 2.9
    
    DeliveryMetal shall be delivered CPT the Delivery Site identified in each Order. The delivery
of Metal pursuant to this Section 2.9 shall be governed by Incoterms 2000, as amended
from time to time.




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16 
 2.10
    
    Title and Risk of LossTitle to and risk of damage to and loss of Metal shall pass to the Purchaser as the
Metal is delivered by the Supplier to the carrier.2.11
    
    Purchaser as PrincipalPurchaser warrants that all Metal to be purchased hereunder shall be purchased for
Purchasers own consumption. Purchaser agrees that it shall not re-sell or otherwise
make available to any Person any Metal purchased from the Supplier hereunder, other
than in respect of transactions undertaken in small quantities by the Purchaser to
balance purchases or Purchasers metal position.2.12
    
    Potential Alloy Size CombinationsDuring the Term, the Parties shall continue to explore in good faith potential alloy
size combinations where the Purchaser could order significant volumes at an
appropriate discount to the Contract Price to be agreed by the Parties.2.13
    
    Continuous Supply Chain ImprovementThe Parties shall form a work group comprised of four representatives of each Party to
identify opportunities to improve the supply chain, to agree on performance metrics
and to determine appropriate financial penalties and incentives relative to target
performance levels. The Parties shall use Commercially Reasonable Efforts to complete
such process by June 30, 2008. This Agreement, including Schedule 3, will be modified
accordingly to reflect any agreements reached by the Parties in connection with such
process.3.
    
    FORCE MAJEURE3.1
    
    Effect of Force MajeureNo Party shall be liable for any loss or damage that arises directly or indirectly
through or as a result of any delay in the fulfilment of or failure to fulfil its
obligations in whole or in part (other than the payment of money as may be owed by a
Party) under this Agreement where the delay or failure is due to Force Majeure. The
obligations of the Party affected by the event of Force Majeure (the Affected Party)
shall be suspended, to the extent that those obligations are affected by the event of
Force Majeure, from the date the Affected Party first gives notice in respect of that
event of Force Majeure until cessation of that event of Force Majeure (or the
consequences thereof).




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17 
 3.2
    
    DefinitionForce Majeure shall mean any act, occurrence or omission (or other event),
subsequent to the commencement of the Term hereof, which is beyond the reasonable
control of the Affected Party including, but not limited to: fires, explosions,
accidents, strikes, lockouts or labour disturbances, floods, droughts, earthquakes,
epidemics, seizures of cargo, wars (whether or not declared), civil commotion, acts of
God or the public enemy, action of any government, legislature, court or other
Governmental Authority, action by any authority, representative or organisation
exercising or claiming to exercise powers of a government or Governmental Authority,
compliance with Applicable Law, blockades, power failures or curtailments, inadequacy
or shortages or curtailments or cessation of supplies of raw materials or other
supplies, failure or breakdown of equipment of facilities, the invocation of Force
Majeure by any party to an agreement under which any Partys operations are affected,
and any declaration of Force Majeure by the facility producing the Metal, or any other
event beyond the reasonable control of the Parties whether or not similar to the
events or occurrences enumerated above. In no circumstances shall problems with
making payments constitute Force Majeure.3.3
    
    NoticeUpon the occurrence of an event of Force Majeure, the Affected Party shall promptly
give notice to the other Party hereto setting forth the details of the event of Force
Majeure and an estimate of the likely duration of the Affected Partys inability to
fulfil its obligations under this Agreement. The Affected Party shall use
Commercially Reasonable Efforts to remove the said cause or causes and to resume, with
the shortest possible delay, compliance with its obligations under this Agreement
provided that the Affected Party shall not be required to settle any strike, lockout
or labour dispute on terms not acceptable to it. When the said cause or causes have
ceased to exist, the Affected Party shall promptly give notice to the other Party that
such cause or causes have ceased to exist.3.4
    
    Pro Rata AllocationIf the Suppliers supply of any Metal to be delivered to the Purchaser is stopped or
disrupted by an event of Force Majeure, the Supplier shall have the right to allocate
its available supplies of such Metal, if any, among any or all of its existing
customers whether or not under contract, in a fair and equitable manner. In addition,
where the Supplier is the Affected Party, it may (but shall not be required to) offer
to supply, from another source, Metal of similar quality in substitution for the Metal
subject to the event of Force Majeure to satisfy that amount which would have
otherwise been sold and purchased hereunder at a price which may be more or less than
the price hereunder.




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18 
 3.5
    
    ConsultationWithin thirty (30) days of the cessation of the event of Force Majeure, the Parties
shall consult with a view to reaching agreement as to the Suppliers obligation to
provide, and the Purchasers obligation to take delivery of, that quantity of Metal
that could not be sold and purchased hereunder because of the event of Force Majeure,
provided that any such shortfall quantity has not been replaced by substitute Metal
pursuant to the terms above.In the absence of any agreement by the Parties, failure to deliver or accept delivery
of Metal which is excused by or results from the operation of the foregoing provisions
of this Section 3 shall not extend the Term of this Agreement and the quantities of
Metal to be sold and purchased under this Agreement shall be reduced by the quantities
affected by such failure.3.6
    
    Termination
 (a)
    
    If an event of Force Majeure where the Affected Party is the
Purchaser shall continue for more than *** consecutive calendar months, then the
Supplier shall have the right to terminate this Agreement.(b)
    
    If an event of Force Majeure where the Affected Party is the
Supplier shall continue for more than *** consecutive calendar months, then the
Purchaser shall have the right to terminate this Agreement.
 4.
    
    ASSIGNMENT4.1
    
    Prohibition on AssignmentsNo Party shall assign or transfer this Agreement, in whole or in part, or any interest
or obligation arising under this Agreement except as permitted by Section 4.2, without
the prior written consent of the other Party.4.2
    
    Assignment within Alcan Group or Novelis Group
 (a)
    
    With the consent of Novelis, such consent not to be unreasonably
withheld or delayed, Alcan may elect to have one or more of the Persons
comprising the Alcan Group assume the rights and obligations of the Supplier
under this Agreement, provided that
 (i)
    
    Alcan shall remain fully liable for all obligations
of the Supplier hereunder, and(ii)
    
    the transferee will remain at all times a member of
the Alcan Group;
 Supplier
 
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19 (b)
    
    With the consent of Alcan, such consent not to be unreasonably
withheld or delayed, Novelis may elect to have one or more of the Persons
comprising the Novelis Group assume the rights and obligations of the Purchaser
under this Agreement, provided that
 (i)
    
    Novelis shall remain fully liable for all obligations
of the Purchaser hereunder, and(ii)
    
    the transferee will remain at all times a member of
the Novelis Group;
 Purchaser
 5.
    
    TERM AND TERMINATION5.1
    
    TermThe term of this Agreement (the Term) shall commence on *** and shall
terminate on ***, unless terminated earlier or automatically renewed pursuant to the
provisions of this Agreement.5.2
    
    RenewalUnless terminated earlier, this Agreement shall be automatically renewed for
successive periods of one year until such time as the Annual Base Quantity for a
Contract Year has been reduced to zero, in which case this Agreement shall terminate
at the expiry of the Contract Year immediately preceding such Contract Year.5.3
    
    TerminationThis Agreement shall terminate:
 (a)
    
    upon expiry of the Term, as extended pursuant to automatic renewal;(b)
    
    upon the mutual agreement of the Parties prior to the expiry of the
Term;(c)
    
    pursuant to Section 3.6 as a result of Force Majeure; or(d)
    
    upon the occurrence of an Event of Default, in accordance with
Section 6.
 6.
    
    EVENTS OF DEFAULTThis Agreement may be terminated in its entirety immediately at the option of a Party
(the Terminating Party), in the event that an Event of Default occurs in relation to
the other Party (the Defaulting Party), and such
 
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20 termination shall take effect immediately upon the Terminating Party providing notice
to the Defaulting Party of the termination.For the purposes of this Agreement, each of the following shall individually and
collectively constitute an Event of Default with respect to a Party:
 (a)
    
    such Party defaults in payment of any payments which are due and
payable by it pursuant to this Agreement, and such default is not cured within
thirty (30) days following receipt by the Defaulting Party of notice of such
default;
 (b)
    
    such Party breaches any of its material obligations pursuant to
this Agreement (other than as set out in paragraph (a) above), and fails to cure
it within sixty (60) days after receipt of notice from the non-defaulting Party
specifying the default with reasonable detail and demanding that it be cured,
provided that if such breach is not capable of being cured within sixty (60) days
after receipt of such notice and the Party in default has diligently pursued
efforts to cure the default within the sixty (60) day period, no Event of Default
under this paragraph (b) shall occur;(c)
    
    in relation to the Purchaser (1) upon the occurrence of a Non
Compete Breach (as defined in the Separation Agreement) and the giving of notice
of the termination of this Agreement by Alcan to Novelis Inc. pursuant to
Section 14.03(b) of the Separation Agreement and pursuant to this paragraph of
this Agreement, or (2) upon the occurrence of a Change of Control Non Compete
Breach (as defined in the Separation Agreement) and the giving of notice of the
termination of this Agreement by Alcan to Novelis Inc. pursuant to
Section 14.04(e) of the Separation Agreement, in which event the termination of
this Agreement shall be effective immediately upon Alcan providing Novelis Inc.
notice pursuant to Section 14.03(b) or Section 14.04(e) of the Separation
Agreement;(d)
    
    such Party (i) is bankrupt or insolvent or takes the benefit of any
statute in force for bankrupt or insolvent debtors, or (ii) files a proposal or
takes any action or proceeding before any court of competent jurisdiction for
dissolution, winding-up or liquidation, or for the liquidation of its assets, or
a receiver is appointed in respect of its assets, which order, filing or
appointment is not rescinded within sixty (60) days; or




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21 (e)
    
    proceedings are commenced by or against such Party under the laws
of any jurisdiction relating to reorganization, arrangement or compromise.
 7.
    
    DISPUTE RESOLUTION7.1
    
    DisputesThe provisions of this Section 7 shall govern all disputes, controversies or claims
(whether arising in contract, delict, tort or otherwise) between the Parties that may
arise out of, or relate to, or arise under or in connection with, this Agreement (a
Dispute).7.2
    
    NegotiationThe Parties hereby undertake to attempt in good faith to resolve any Dispute by way of
negotiation between senior executives who have authority to settle such Dispute. In
furtherance of the foregoing, any Party may initiate the negotiation by way of a
notice (an Escalation Notice) demanding an in-person meeting involving
representatives of the Parties at a senior level of management of the Parties (or if
the Parties agree, of the appropriate strategic business unit or division within such
Party). A copy of any Escalation Notice shall be given to the Chief Legal Officer of
each Party (which copy shall state that it is an Escalation Notice pursuant to this
Agreement). Any agenda, location or procedures for such negotiation may be established
by the Parties from time to time; provided, however, that the negotiation shall be
completed within thirty (30) days of the date of the Escalation Notice or within such
longer period as the Parties may agree in writing prior to the expiration of the
initial thirty-day period.7.3
    
    Mediation
 (a)
    
    If the Dispute has not been resolved by negotiation as provided in
Section 7.2 within thirty (30) days of the date of the Escalation Notice or such
extended period as may be agreed by the Parties, or should the Parties fail to
meet within the said thirty-day period, the Parties shall endeavour to settle the
Dispute by mediation. The Party wishing to refer a Dispute to mediation shall give
written notice to the other (the Mediation Notice) describing the Dispute,
requiring that the Dispute be submitted to mediation and proposing the name of a
suitable person to be appointed mediator.(b)
    
    If the other Party rejects the proposed mediator and the Parties are
unable to agree on a mediator within fifteen (15) days of the Mediation Notice,
then either Party may request the CPR Institute for Dispute Resolution to appoint
a mediator from the CPR Panel of Distinguished Neutrals.




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22 (c)
    
    The mediator shall be entitled to make recommendations to the Parties
which, unless the Parties agree otherwise, shall not be binding upon them.(d)
    
    The mediation shall continue until the earliest to occur of the
following: (i) the Parties reach agreement as to the resolution of the Dispute,
(ii) the mediator makes a finding that there is no possibility of resolution
through mediation, or (iii) sixty (60) days have elapsed since the appointment of
the mediator.(e)
    
    Each Party shall bear its own costs in connection with the mediation;
the fees and disbursements of the mediator shall be borne equally by the Parties.(f)
    
    If the Parties accept any recommendation made by the mediator or
otherwise reach agreement as to the resolution of the Dispute, such agreement
shall be recorded in writing and signed by the Parties, whereupon it shall become
binding upon the Parties and have, as between them, the authority of a final
judgment or arbitral award (res judicata).(g)
    
    The mediation shall be confidential and neither the Parties
(including their auditors and insurers) nor their counsel and any Person necessary
to the conduct of the mediation nor the mediator or any other neutral involved in
the mediation shall disclose the existence, content (including submissions made,
positions adopted and any evidence or documents presented or exchanged), or
outcome of any mediation hereunder without the prior written consent of the
Parties, except as may be required by Applicable Law or the applicable rules of a
stock exchange.(h)
    
    In the event that a Dispute is referred to arbitration in accordance
with Section 7.4 below, the mediator or any other neutral involved in the
mediation shall not take part in the arbitration, whether as a witness or
otherwise, and any recommendation made by him in connection with the mediation
shall not be relied upon by either Party without the consent of the other Party
and of the mediator or neutral, and neither Party shall make use of or rely upon
information supplied, positions adopted, or arguments raised, by the other Party
in the mediation.(i)
    
    Subject to the right of the Parties to seek interim or conservatory
relief from a court of competent jurisdiction, as provided below in Section 7.4
(e) neither Party shall be entitled to refer a Dispute to arbitration unless the
dispute has first been the subject of an Escalation Notice and been referred to
mediation in accordance with Sections 7.2 and 7.3.




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23 
 7.4
    
    Arbitration
 (a)
    
    Any Dispute which has not been resolved by negotiation or mediation
as provided herein shall, upon the request of either Party, be referred to and
finally resolved by arbitration in accordance with the Arbitration Rules of the
London Court of International Arbitration (LCIA) then in force (the LCIA
Rules).(b)
    
    The arbitral tribunal shall consist of three arbitrators. The place
of arbitration shall be Montréal, Canada. The language of the arbitration shall
be English.(c)
    
    The costs of the arbitration shall be specified by the arbitral
tribunal and shall be borne by the unsuccessful Party, unless the arbitral
tribunal, in its discretion, determines a different apportionment, taking all
relevant circumstances into account. The costs of arbitration include, in
addition to the costs of the arbitration as determined by the LCIA Court under
Article 28.1 of the LCIA Rules, the legal and other costs incurred by the
Parties, including: (i) the reasonable travel and other expenses of witnesses;
(ii) the reasonable fees and expenses of expert witnesses; and (iii) the costs of
legal representation and assistance, to the extent that the arbitral tribunal
determines that the amount of such costs is reasonable.(d)
    
    The arbitral tribunal shall endeavour to issue its award within
sixty (60) days of the last hearing of the substantive issues in dispute between
the Parties; however, the arbitral tribunal shall not lose jurisdiction if it
fails to respect this delay. The arbitral award shall be final and binding.(e)
    
    For the purposes of any interim or conservatory measure that may be
sought in aid of the arbitration proceedings, the Parties hereby irrevocably
submit to the non-exclusive jurisdiction of the competent court in the judicial
district of Montréal, Canada, and waive any right to invoke, and they hereby
agree not to invoke, any claim of forum non conveniens, inconvenient forum, or
transfer or change of venue. Without prejudice to such interim or conservatory
remedies as may be obtained from a competent court, the arbitral tribunal shall
have full authority to grant interim or conservatory remedies and to award
damages for the failure of any Party to respect the arbitral tribunals orders to
that effect.(f)
    
    Neither the Parties (including their auditors and insurers) nor
their counsel and any Person necessary to the conduct of the arbitration nor the
arbitrators shall disclose the existence, content (including submissions and any
evidence or documents presented or exchanged), or outcome of any arbitration
hereunder without the prior written




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24 consent of the Parties, except as may be required by Applicable Law or the
applicable rules of a stock exchange.
 7.5
    
    Continuing ObligationsThe existence of a Dispute between the Parties with respect to this Agreement shall
not relieve either Party from performance of its obligations under this Agreement
that are not the subject of such Dispute.8.
    
    MISCELLANEOUS8.1
    
    ConstructionIn this Agreement, unless a clear contrary intention appears:the singular number includes the plural number and vice versa;
 (a)
    
    reference to any Person includes such Persons successors and
assigns but, if applicable, only if such successors and assigns are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;(b)
    
    reference to any gender includes each other gender;(c)
    
    reference to any agreement, document or instrument means such
agreement, document or instrument as amended, modified, supplemented or restated,
and in effect from time to time in accordance with the terms thereof subject to
compliance with the requirements set forth herein;(d)
    
    reference to any Applicable Law means such Applicable Law as
amended, modified, codified, replaced or reenacted, in whole or in part, and in
effect from time to time, including rules and regulations promulgated thereunder,
and reference to any section or other provision of any Applicable Law means that
provision of such Applicable Law from time to time in effect and constituting the
substantive amendment, modification, codification, replacement or reenactment of
such section or other provision;(e)
    
    herein, hereby, hereunder, hereof, hereto and words of
similar import shall be deemed references to this Agreement or to the relevant
Ancillary Agreement as a whole and not to any particular Article, Section or
other provision hereof or thereof;(f)
    
    including (and with correlative meaning include) means
including without limiting the generality of any description preceding such term;




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25 (g)
    
    the Table of Contents and headings are for convenience of reference
only and shall not affect the construction or interpretation hereof or thereof;(h)
    
    with respect to the determination of any period of time, from
means from and including and to means to but excluding; and(i)
    
    references to documents, instruments or agreements shall be deemed
to refer as well to all addenda, exhibits, schedules or amendments thereto.
 8.2
    
    NoticesAll notices and other communications under this Agreement shall be in writing and
shall be deemed to be duly given (a) on the date of delivery, if delivered personally,
(b) on the first Business Day following the date of dispatch if delivered by a
nationally recognized next-day courier service, (c) on the date of actual receipt if
delivered by registered or certified mail, return receipt requested, postage prepaid
or (d) if sent by facsimile transmission, when transmitted and receipt is confirmed by
telephone. All notices hereunder shall be delivered as follows:
 If to the Purchaser, to:
 Novelis Inc.
 
   If to the Supplier, to:
 Rio Tinto Alcan Inc.




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26 8.3
    
    Governing LawThis Agreement shall be governed by and construed and interpreted in accordance with
the laws of the Province of Quebec and the laws of Canada applicable therein,
irrespective of conflict of laws principles under Quebec law, as to all matters,
including matters of validity, construction, effect, enforceability, performance and
remedies.8.4
    
    Judgment CurrencyThe obligations of a Party to make payments hereunder shall not be discharged by an
amount paid in any currency other than Dollars, whether pursuant to a court judgment
or arbitral award or otherwise, to the extent that the amount so paid upon conversion
to Dollars and transferred to an account indicated by the Party to receive such funds
under normal banking procedures does not yield the amount of Dollars due, and each
Party hereby, as a separate obligation and notwithstanding any such judgment or award,
agrees to indemnify the other Party against, and to pay to such Party on demand, in
Dollars, any difference between the sum originally due in Dollars and the amount of
Dollars received upon any such conversion and transfer.8.5
    
    Entire AgreementThis Agreement and the schedules hereto and the specific agreements contemplated
herein contain the entire agreement between the Parties with respect to the subject
matter hereof and supersede all previous agreements, including the Original Agreement
and the letter agreement dated July 11, 2007, negotiations, discussions, writings,
understandings, commitments and conversations with respect to such subject matter. No
agreements or understandings exist between the Parties with respect to the subject
matter hereof other than those set forth or referred to herein or therein.8.6
    
    SeverabilityIf any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof, or the application of such provision
to Persons or circumstances or in jurisdictions other than those as to which it has
been held invalid or unenforceable, shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any Party. Upon such determination, the Parties shall negotiate in good
faith in an effort to agree upon such a suitable and equitable provision to effect the
original intent of the Parties.




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27 8.7
    
    SurvivalThe obligations of the Parties under Sections 2.6, 2.7, 2.8, 7, 8.14 and 8.15 and
liability for the breach of any obligation contained herein shall survive the
expiration or earlier termination of this Agreement.8.8
    
    Execution in CounterpartsThis Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other Party.8.9
    
    AmendmentsNo provisions of this Agreement shall be deemed waived, amended, supplemented or
modified by any Party, unless such waiver, amendment, supplement or modification is in
writing and signed by the authorized representative of the Party against whom it is
sought to enforce such waiver, amendment, supplement or modification.8.10
    
    WaiversNo failure on the part of a Party to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by Applicable Law.8.11
    
    No PartnershipNothing contained herein or in the Agreement shall make a Party a partner of any other
Party and no Party shall hold out the other as such.8.12
    
    Taxes, Royalties and DutiesAll royalties, taxes and duties imposed or levied on any Metal delivered hereunder
(other than any taxes on the income of the Supplier) shall be for the account of and
paid by the Purchaser.8.13
    
    Limitations of LiabilityNeither Party shall be liable to the other Party for any indirect, collateral,
incidental, special, consequential or punitive damages, lost profit or failure to
realize expected savings or other commercial or economic loss of any kind,




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28 howsoever caused, and on any theory of liability (including negligence) arising
in any way out of this Agreement.8.14
    
    Confidentiality
 (a)
    
    Subject to Section 8.15, each Party shall hold, and shall cause its
respective Group members and its respective Affiliates (whether now an Affiliate
or hereafter becoming an Affiliate) and its Representatives to hold, in strict
confidence, with at least the same degree of care that applies to its own
confidential and proprietary Information, all confidential and proprietary
Information concerning the other Group (or any member thereof) that is either in
its possession (including Information in its possession prior to the date hereof)
or furnished by the other Group (or any member thereof) or by any of its
Affiliates (whether now an Affiliate or hereafter becoming an Affiliate) or their
respective Representatives at any time pursuant to this Agreement or the
transactions contemplated hereby (any such Information referred to herein as
Confidential Information), and shall not use, and shall cause its respective
Group members, Affiliates and Representatives not to use, any such Confidential
Information other than for such purposes as shall be expressly permitted
hereunder or thereunder. Notwithstanding the foregoing, Confidential Information
shall not include Information that is or was (i) in the public domain other than
by the breach of this Agreement or by breach of any other agreement relating to
confidentiality between or among the Parties and/or their respective Group
members, their respective Affiliates or Representatives, (ii) lawfully acquired
by such Party (or any member of the Group to which such Party belongs or any of
such Partys Affiliates) from a Third Party not bound by a confidentiality
obligation, or (iii) independently generated or developed by Persons who do not
have access to, or descriptions of, any such confidential or proprietary
Information of the other Party (or any member of the Group to which such Party
belongs).(b)
    
    Each Party shall maintain, and shall cause its respective Group
members to maintain, policies and procedures, and develop such further policies
and procedures as will from time to time become necessary or appropriate, to
ensure compliance with this Section 8.14(a).(c)
    
    Each Party agrees not to release or disclose, or permit to be
released or disclosed, any Confidential Information to any other Person, except
its Representatives who need to know such Confidential Information (who shall be
advised of their obligations hereunder with respect to such Confidential
Information), except in compliance with Section 8.15. Without limiting the
foregoing, when any Information furnished by the other Party after the Effective
Time pursuant to this Agreement is no longer needed for the purposes contemplated
by this Agreement, each




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29 Party will promptly, after request of the other Party and at the election of
the Party receiving such request, return to the other Party all such
Information in a printed or otherwise tangible form (including all copies
thereof and all notes, extracts or summaries based thereon) and destroy all
Information in an electronic or otherwise intangible form and certify to the
other Party that it has destroyed such Information (and such copies thereof and
such notes, extracts or summaries based thereon). Notwithstanding the
foregoing, the Parties agree that to the extent some Information to be
destroyed or returned is retained as data or records for the purpose of
business continuity planning or is otherwise not accessible in the Ordinary
Course of Business, such data or records shall be destroyed in the Ordinary
Course of Business in accordance, if applicable, with the business continuity
plan of the applicable Party.
 8.15
    
    Protective ArrangementsIn the event that any Party or any member of its Group or any Affiliate of such Party
or any of their respective Representatives either determines on the advice of its
counsel that it is required to disclose any Confidential Information (the Disclosing
Party) pursuant to Applicable Law or receives any demand under lawful process or from
any Governmental Authority to disclose or provide Confidential Information of the other
Party (or any member of the Group to which such Party belongs), the Disclosing Party
shall, to the extent permitted by Applicable Law, promptly notify the other Party prior
to the Disclosing Party disclosing or providing such Confidential Information and shall
use commercially reasonable efforts to cooperate with the Requesting Party so that the
Requesting Party may seek any reasonable protective arrangements or other appropriate
remedy and/or waive compliance with this Section 8.15. All expenses reasonably
incurred by the Disclosing Party in seeking a protective order or other remedy will be
borne by the Requesting Party. Subject to the foregoing, the Disclosing Party may
thereafter disclose or provide such Confidential Information to the extent (but only to
the extent) required by such Applicable Law (as so advised by legal counsel) or by
lawful process or by such Governmental Authority and shall promptly provide the
Requesting Party with a copy of the Confidential Information so disclosed, in the same
form and format as disclosed, together with a list of all Persons to whom such
Confidential Information was disclosed.
 [The remainder of this page is intentionally blank.]




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30 IN WITNESS WHEREOF,
 NOVELIS INC.By:
    /s/ Martha BrooksName:Title:RIO TINTO ALCAN INC.By:
    /s/ Jacynthe CoteName:Title: