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                                                                   Exhibit 10.26

                                  NOVELIS INC.

                            DEFERRED SHARE UNIT PLAN

                                       FOR

                             NON-EXECUTIVE DIRECTORS

                    ADOPTED WITH EFFECT FROM JANUARY 5, 2005
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<S>  <C>                                                                       <C>
1.   PURPOSE AND DEFINITIONS................................................   1

2.   CONSTRUCTION AND INTERPRETATION........................................   2

3.   ELIGIBILITY MEMBERSHIP AND RETIREMENT..................................   2

4.   BENEFITS...............................................................   3

5.   BENEFICIARIES AND CLAIMS FOR BENEFITS..................................   8

6.   ADMINISTRATION.........................................................   8

7.   NON-ALIENATION.........................................................   9
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1.   PURPOSE AND DEFINITIONS

     1.1  Purpose

          The purpose of this Plan is to enhance the Company's ability to
          attract and retain talented individuals to serve as members of the
          Board of Directors of the Company and to promote a greater alignment
          of interests between Members and the shareholders of the Company.

     1.2  Definitions

          Unless the context indicates otherwise, the following terms have the
          following meanings:

          (a)  "Account" means a book account maintained by the Company
               reflecting the Units credited to each Member pursuant to Article
               4.1.

          (b)  "Average Share Price" means the average of the closing sale
               prices for board lots for the Shares on The Toronto Stock
               Exchange and for record lots for the Shares as reported on the
               New York Stork Exchange - Consolidated Trading, on each day
               during the last five trading days prior to the date on which
               Units are awarded with respect to a Quarter pursuant to Articles
               4.1.1 and 4.1.2, the dividend declaration date (pursuant to
               Article 4.1.3) or the redemption date (pursuant to Articles 4.2,
               4.3 and 4.4, as applicable), any currency conversion being made
               at the Bank of Canada noon rate of exchange on the relevant day.

          (c)  "Board" means the board of directors of the Company.

          (d)  "Committee" means any committee of the Board and any successor
               committee (and includes the Human Resources Committee).

          (e)  "Company" means Novelis Inc. and any successor corporation
               whether by amalgamation, merger or otherwise.

          (f)  "Director" means a director of the Company.

          (g)  "Employee" means an employee (otherwise than in the capacity of a
               director) of the Company or of any company in which the Company
               holds more than fifty percent of the outstanding voting shares.

          (h)  "Director's Annual Remuneration" means all amounts payable to a
               Non-Executive Director by the Company in respect of the services
               provided to the Company by the Non-Executive Director in a
               calendar year.

          (i)  "Member" means an individual who joins the Plan in accordance
               with Article 3.

          (j)  "Non-Executive Director" means a Director of the Company who is
               not an Employee.


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          (k)  "Human Resources Committee" means the Human Resources Committee
               of the Board and any successor committee.

          (l)  "Plan" means this Novelis Inc. Deferred Share Unit Plan for
               Non-Executive Directors, as amended by the Board from time to
               time.

          (m)  "Quarter" means a period of three consecutive calendar months
               commencing on the first day of the months of January, April, July
               or October, as the case may be.

          (n)  "Retirement Date" means the date on which a Member ceases to be a
               Director (subject to Article 4.5).

          (o)  "Secretary" means the Secretary of the Company.

          (p)  "Share" means a common share of the Company.

          (q)  "Spouse" means the person, who, on the day preceding the death of
               a Member, is the person who has been designated in accordance
               with Article 5.1 of the Plan and who is legally married to the
               Member or, in the event the Member is not married, the person who
               qualifies as a spouse under the laws applying to the Plan.

          (r)  "Unit" means a unit of measurement for record-keeping purposes
               under the Plan, and shall include fractional units.

2.   CONSTRUCTION AND INTERPRETATION

     2.1  The effective date of the Plan shall be January 5, 2005.

     2.2  The Plan shall be governed and interpreted in accordance with the laws
          of the Province of Ontario and the applicable laws of Canada.

     2.3  If any provision of the Plan is determined to be void or unenforceable
          in whole or in part, such determination shall not affect the validity
          or enforcement of any other provision or part thereof.

     2.4  Headings are for reference purposes only and do not limit or extend
          the meaning of the provisions of the Plan.

     2.5  References to the masculine include the feminine; references to the
          singular shall include the plural and vice versa.

3.   ELIGIBILITY MEMBERSHIP AND RETIREMENT

     3.1  Every person who is a Non-Executive Director on January 5, 2005 shall
          be eligible to become a Member as of that date.


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     3.2  Every person who becomes a Non-Executive Director after January 5,
          2005 shall be eligible to become a Member as of the date he becomes
          such a Director.

     3.3  Upon becoming eligible to become a Member, the Director shall signify
          his intention of becoming a Member by signing a form prescribed for
          this purpose and delivering it to the Secretary. Membership in the
          Plan becomes effective upon receipt by the Secretary of such duly
          executed prescribed form.

     3.4  Subject to Article 4.5, a Member shall be deemed to retire on the date
          he ceases to be a Director.

     3.5  Nothing herein shall be deemed to give any Member the right to be
          retained as a Director of the Company.

4.   BENEFITS

     4.1  Calculation of Benefits

          4.1.1 Annual Compensation of Non-Executive Directors

               Effective January 5, 2005, each Member will receive his
               Director's Annual Remuneration payable quarterly for the Quarter
               commencing January 5, 2005 and for each subsequent Quarter as
               follows:

               (a)  50% in Units; and

               (b)  50% in Units or cash, as elected by the Member pursuant to
                    Article 4.1.2

               Notwithstanding the provisions set out above in this Article
               4.1.1, the Human Resources Committee shall have the right, in its
               sole discretion, to require payment of a Member's Director's
               Annual Remuneration solely in cash or Units or a combination of
               cash and Units as determined by the Human Resources Committee.

               Units granted to a Member pursuant to this Article 4.1.1 or
               Article 4.1.2 shall be credited to the Member's Account on the
               first day following the end of every applicable Quarter. The
               portion of Director's Annual Remuneration payable in cash in
               respect of a Quarter pursuant to this Article 4.1.1 shall be paid
               as soon as practicable after the last day of the applicable
               Quarter.

               The number of Units (including fractional Units) to be credited
               on each of the dates prescribed in this Article 4.1.1 shall be
               determined by dividing the amount of the Director's Annual
               Remuneration to be satisfied by Units on such date by the Average
               Share Price on such date.


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               Any currency conversion required for the purposes of this Article
               4.1 shall be made at the Bank of Canada noon rate of exchange on
               the relevant day.

          4.1.2 Election to Receive Units

               To elect a form or forms of payment of Director's Annual
               Remuneration pursuant to Article 4.1.1(b) for the year in which
               this Plan becomes effective, the Member shall complete and
               deliver to the Secretary an initial written election by no later
               than 15 business days before the last day of the Quarter
               commencing on or immediately after the effective date of this
               Plan, respecting the Director's Annual Remuneration payable for
               such Quarter and the remaining Quarters for that year. To elect a
               change in the form of payment of Director's Annual Remuneration
               for subsequent years, the Member shall complete and deliver to
               the Secretary a new written election by no later than the last
               business day of the year preceding the first year in which the
               Director's Annual Remuneration to which such election applies
               becomes payable. The Member's election under this Article 4.1.2
               should be in a form prescribed by the Human Resources Committee
               and shall designate the percentage of his Director's Annual
               Remuneration that is (i) to be satisfied by Units, and (ii) to be
               paid in cash, such designation to be in whole percentages only.

               In the absence of a new election made in accordance with this
               Article 4.1.2, the Member's election for the latest year with
               respect to the percentage of the Director's Annual Remuneration
               that is to be satisfied by Units and paid in cash shall continue
               to apply to all subsequent Director's Annual Remuneration
               payments payable pursuant to the Plan until the Member submits
               another written election in accordance with this Article 4.1.2.
               An election shall be irrevocable for the year commencing
               immediately following the date of the election and for any
               subsequent year unless the Member makes a new election in
               accordance with this Article 4.1.2 by the last business day of
               the year immediately prior to the year in respect of which the
               new election is intended to apply.

               If no election is made, and no prior election remains effective,
               or if the Member does not make an initial election in accordance
               with this Article 4.1.2, the Member shall be deemed to have
               elected the Director's Annual Remuneration payable to him
               pursuant to Article 4.1.1(b) to be paid in cash.


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          4.1.3 Dividends

               In respect of every cash dividend declared on the Shares, each
               Member's Account will be credited with an additional number of
               Units, determined as follows:

       Units held in each respective Account on dividend declaration date

                                  multiplied by

            a dollar amount equal to the dividend declared per Share

                                   divided by

                            the Average Share Price.

               The credit of such additional Units shall be made on the dividend
               declaration date.

          4.1.4 Certain Adjustments

               In the event of a reorganization, recapitalization,
               reclassification, stock split, stock dividend, combination of
               shares, merger, amalgamation or consolidation, or the sale,
               conveyance, lease or other transfer by the Company of all or
               substantially all of the assets of the Company, pursuant to any
               of which such events the then outstanding Shares are split or
               combined or changed into, become exchangeable at the holder's
               election for, or entitle the holder thereof to, other shares of
               stock, or any similar change in the Shares or other similar
               event, each Member's Account shall be adjusted in an equitable
               manner to reflect such change or other event. Such adjustment
               shall be made by the Human Resources Committee and shall be
               conclusive and binding for all purposes of the Plan. Except as
               provided for in this Article, Members shall have no other rights
               as a result of any change in the Shares or of any other event.

               For greater certainty, no amount will be paid to, or in respect
               of, a Member under the Plan or pursuant to any other arrangement,
               and no additional Units will be granted to such Member to
               compensate for a downward fluctuation in the price of Shares, nor
               will any other form of benefit be conferred upon, or in respect
               of, a Member for such purpose.

     4.2  Payment of Benefits on Retirement

          4.2.1 On a Member's Retirement Date, the Member will be able to redeem
               the Units credited to his Account by filing a written notice of
               redemption with the Secretary, specifying a redemption date of at
               least 5 business days from the delivery of the said notice to the
               Company but no later than 15 December of the first calendar year
               commencing after the Director's


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               Retirement Date. The Units credited to such Member's Account will
               then be multiplied by the Average Share Price on such redemption
               date. In any event, the payment of the Member's benefits under
               the Plan will take place no later than 31 December of the first
               calendar year commencing after the Director's Retirement Date.

               If a Member fails to advise the Company of his selection of a
               redemption date within the above-mentioned period, the redemption
               date shall be considered to be 15 December of the first calendar
               year commencing after the Director's Retirement Date.

          4.2.2 The value of the redeemed Units shall be paid by the Company to
               the Member as soon as possible after the determination of the
               redemption date and the deduction of appropriate taxes and other
               required withholdings (if any), at the Member's option, in
               either:

                    (a)  cash,

                    (b)  Shares, or

                    (c)  a combination thereof.

               In the case of a payment in Shares, the Company will purchase the
               Shares on the open market, through a broker, on behalf of the
               Member. If, after the broker applies the value of a Member's
               Units to the purchase of whole Shares as provided in this Article
               4.2.2, an amount remains payable under the Plan in respect of a
               Member, the Company shall pay such amount in cash, net of
               applicable withholdings, to the Member or the Member's spouse or
               legal representative, as applicable.

     4.3  Benefits Before Retirement

          4.3.1 Death

               In the event of death of a Member prior to the Retirement Date,
               the Spouse of such Member, or where there is no surviving Spouse,
               the Member's legal representative, shall be able to redeem the
               Units credited to the Member's Account by filing a written notice
               of redemption with the Secretary, specifying a redemption date of
               at least 5 business days from the delivery of the said notice to
               the Company but no later than 15 December of the first calendar
               year commencing after the death of the Member. The same
               conditions of payment will then apply to the Spouse (or the
               Member's legal representative, as the case may be) as they would
               have applied to the Member had he retired on that date.


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     4.4  Death After Retirement

          In the event that a Member dies after the Retirement Date, the Spouse
          of such Member, or where there is no surviving Spouse the Member's
          legal representative, shall, provided the Member had not already done
          so, be able to redeem the Units credited to the Member's Account by
          filing a written notice of redemption with the Secretary, specifying a
          redemption date of at least 5 business days from the delivery of the
          said notice to the Company but no later than 15 December of the first
          calendar year commencing after the death of the Member. The same
          conditions of payment will then apply to the Spouse (or the Member's
          legal representative, as the case may be) as they would have applied
          to the Member.

     4.5  Suspension of Benefits upon becoming an Employee

          4.5.1 Director becoming an Employee

               If a Member becomes an Employee but continues to be a Director,
               his membership in the Plan shall be suspended effective the date
               of the commencement of his employment and shall resume upon
               termination of such employment.

               If prior to the termination of his employment, such Employee
               Director ceases to be a Director, such Member will be deemed to
               retire on the date he ceases to be an Employee.

     4.6  Taxes

          All benefits paid under the Plan or in respect of a Member who is not
          a resident of Canada to the extent attributable to services performed
          in Canada are subject to applicable tax legislation.

     4.7  Currency

          4.7.1 Unless Article 4.7.2 applies, all benefits under the Plan shall
               be determined in the same currency as the Director's Annual
               Remuneration.

          4.7.2 A Member or his Spouse, or where there is no surviving Spouse
               the Member's legal representative, may request the Company to pay
               his benefits in a currency other than the designated currency
               under Article 4.7.1, in which event the currency conversion shall
               be made at the Bank of Canada noon rate of exchange on the day
               preceding the date of payment.


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5.   BENEFICIARIES AND CLAIMS FOR BENEFITS

     5.1  Every Member, upon becoming a Member, shall advise the Secretary in
          writing of the name and address of his Spouse on a prescribed form.
          Every Member shall advise the Company of any change in such
          information.

     5.2  In the event of death of a Member and provided that there is a
          surviving Spouse, the benefits under the Plan shall only be paid to
          the Spouse of such Member as named on the latest filing on the
          prescribed form which has been delivered to the Secretary. Where there
          is no surviving Spouse, the benefits under the Plan shall be paid to
          the Member's legal representative pursuant to Articles 4.3 and 4.4.

6.   ADMINISTRATION

     6.1  Unless otherwise determined by the Board, the Plan shall remain an
          unfunded obligation of the Company and all benefits payable to or in
          respect of Members under the Plan represent merely unfunded, unsecured
          promises of the Company to pay a sum of money to the Members in the
          future.

     6.2  The Plan shall be administered by the Human Resources Committee and
          any question regarding the proper administration of the Plan or the
          construction of any term of the Plan shall be resolved by the Human
          Resources Committee, in its sole discretion.

     6.3  The Plan may be amended or terminated at any time by the Board, except
          as to rights already accrued hereunder by the Members. Notwithstanding
          the foregoing, any amendment or termination of the Plan shall be such
          that the Plan continuously meets the requirements of paragraph 6801(d)
          of the regulations under the Income Tax Act (Canada) or any successor
          to such provision.

     6.4  For the purpose of the above Article 6.3, the accrued right in respect
          of a Member prior to his Retirement Date shall be a right to receive
          benefits in accordance with the terms of the Plan up to but excluding
          the date of the amendment or termination of the Plan.

     6.5  The Company shall keep accurate and detailed records of all
          transactions for all Accounts and provide quarterly benefit statements
          to Members.

     6.6  All expenses associated with the establishment, maintenance and
          termination of this Plan shall be borne by the Company.


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7.   NON-ALIENATION

     7.1  Except as provided for herein, no transfer by a Member of any right to
          any payment or benefit under the Plan, whether voluntary or
          involuntary, by operation of law or otherwise, and whether by means of
          alienation by anticipation, sale, transfer, assignment, bankruptcy,
          pledge, attachment, charge or encumbrance of any kind, shall vest the
          transferee with any interest or right, and any attempt to so alienate,
          sell, transfer, pledge, attach, charge or otherwise encumber any such
          amount, whether presently or thereafter payable shall be void and of
          no force or effect.


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