<PAGE>
                                                                  EXECUTION COPY

                                                                    Exhibit 10.6

                    TAX SHARING AND DISAFFILIATION AGREEMENT

                                     BETWEEN

                                   ALCAN INC.

                                       AND

                                  NOVELIS INC.

                                       AND

                                ARCUSTARGET INC.

                                       AND

                                ALCAN CORPORATION

                                       AND

                               NOVELIS CORPORATION

                              Dated January 5, 2005
                      With effect as of the Effective Date
<PAGE>
                                TABLE OF CONTENT

<TABLE>
<S>                                                                           <C>
ARTICLE I - INTERPRETATION                                                     3
1.01  Definitions..........................................................    3
1.02  Schedules............................................................   10
1.03  Headings.............................................................   10
1.04  Currency.............................................................   10

ARTICLE II - REPRESENTATIONS, WARRANTIES AND COVENANTS                        10
2.01  Representations, Warranties and Covenants of Alcan in Favour
         of Novelis........................................................   10
2.02  Representations, Warranties and Covenants of Novelis in
         Favour of Alcan and AC............................................   12
2.03  Representations, Warranties and Covenants of AC in
         Favour of AAC and Novelis.........................................   15
2.04  Representations, Warranties and Covenants of AAC in Favour
         of AC and Alcan...................................................   16
2.05  Representations, Warranties and Covenants of Novelis and
         Arcustarget in Favour of AC.......................................   17
2.06  Survival of Representations, Warranties and Covenants................   18

ARTICLE III - INDEMNIFICATION                                                 19
3.01  Indemnification by Alcan.............................................   19
3.02  Indemnification by Novelis...........................................   19
3.03  Indemnification in the Event of Mutual Breach........................   19
3.04  Indemnification in the Event of a Triggering Event...................   19
3.05  Indemnification in Other Circumstances...............................   20
3.06  Event of Last Act....................................................   20

ARTICLE IV - GENERAL LIABILITY FOR TAXES                                      20
4.01  General Liability....................................................   20

ARTICLE V - ALLOCATION OF LIABILITIES FOR TRANSFER TAXES                      21
5.01  General Allocation...................................................   21

ARTICLE VI - DISAFFILIATION                                                   21
6.01  Year End.............................................................   21
6.02  Liabilities Relating to Pre-Disaffiliation Periods for Tax
         Consolidated Groups...............................................   21
6.03  Exception............................................................   24

ARTICLE VII - CONTROL OF TAX CHALLENGES                                       24
7.01  Control of Challenge of Tax Claims...................................   24
</TABLE>
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                                      -ii-


<TABLE>
<S>                                                                           <C>
ARTICLE VIII - COOPERATION, RECORD RETENTION AND CONFIDENTIALITY              26
8.01  Cooperation and Record Retention.....................................   26
8.02  Confidentiality......................................................   27

ARTICLE IX - TAX RETURNS                                                      28
9.01  Tax Returns..........................................................   28

ARTICLE X - TRANSFER PRICING ISSUES                                           28
10.01 Transfer Pricing Issues..............................................   28

ARTICLE XI - DISPUTE RESOLUTION                                               30
11.01 Dispute Resolution Agreement to Apply................................   30

ARTICLE XII - MISCELLANEOUS                                                   30
12.01 Effect on Other Tax Sharing Agreements...............................   30
12.02 Counterparts.........................................................   30
12.03 Entire Agreement.....................................................   31
12.04 Inconsistencies with Separation Agreement............................   31
12.05 After-Tax Liability..................................................   31
12.06 Governing Law........................................................   31
12.07 Disclaimer Regarding Tax Attributes..................................   32
12.08 Tax Services - Conflicts.............................................   32
12.09 Tax Liability........................................................   32
12.10 Notices..............................................................   32
12.11 Interest.............................................................   33
12.12 Assignability........................................................   34
12.13 Severability.........................................................   34
12.14 Waivers of Default...................................................   34
12.15 Deadlines............................................................   34
12.16 Amendments...........................................................   34
12.17 Further Assurances...................................................   34

LIST OF SCHEDULES

SCHEDULE 2.01 (G)       Repayment Transactions.............................   36

SCHEDULE 2.02(D)        Certain Additional Covenants of Novelis
                           and Arcustarget.................................   37

SCHEDULE 2.04(B)(III)   Certain Additional Covenants of AAC................   38
</TABLE>
<PAGE>
TAX SHARING AND DISAFFILIATION AGREEMENT entered into in the City of Montreal,
Province of Quebec dated January __, 2005 with effect as of the Effective Date
(as defined below).

BETWEEN:   ALCAN INC., a corporation organized under the Canada Business
           Corporations Act ("ALCAN");

AND:       NOVELIS INC., a corporation incorporated under the Canada Business
           Corporations Act ("NOVELIS");


AND:       ARCUSTARGET INC., a corporation incorporated under the Canada
           Business Corporations Act ("ARCUSTARGET");
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                                      -2-


AND:       ALCAN CORPORATION, a corporation incorporated under the laws of the
           State of Texas ("AC");

AND:       NOVELIS CORPORATION (FORMERLY, ALCAN ALUMINUM CORPORATION), a
           corporation incorporated under the laws of the State of
           Texas ("AAC").

RECITALS:

WHEREAS Alcan Group (as defined below) currently conducts the Alcan Businesses
(as defined below);

WHEREAS Alcan intends to effect a spinoff of the Separated Businesses (as
defined below) to the holders of the Alcan Common Shares (as defined below);

WHEREAS such spinoff will be achieved through (i) the Reorganization (as defined
below), by which Alcan will transfer the Separated Businesses to Arcustarget;
and (ii) the Arrangement (as defined below), by which the holders of Alcan
Common Shares will become also shareholders of Novelis, Arcustarget will become
a Subsidiary (as defined below) of Novelis and Novelis and Arcustarget will
amalgamate;

WHEREAS Alcan and Novelis have agreed on the anticipated tax consequences of the
Reorganization and the Arrangement in the jurisdictions where the transactions
forming part of the Reorganization and the Arrangement will take place;

WHEREAS Alcan intends in particular, and Novelis accepts, that:

(i)  certain transactions forming part of the Separation (as defined below), for
     Canadian income tax purposes, be governed by paragraph 55(3)(b) of the Tax
     Act (as defined below) and sections 85.1 and 86 of the Tax Act, such that
     no gain will be realized by Alcan, Novelis and Alcan Common Shareholders
     (as defined below);

(ii) the Separation qualify for United States federal income tax purposes as a
     reorganization within the meaning of Section 368(a) of the Code (as defined
     below), pursuant to which no gain or loss will be recognized for United
     States federal income tax purposes by Alcan, Novelis, AC, AAC or by the
     shareholders of Alcan under Section 355 of the Code and the related
     provisions thereunder; and

(iii) for United States federal income tax purposes, the Separation Agreement
     (as defined below) be treated as a plan of reorganization within the
     meaning of the Code;
<PAGE>
                                      -3-


WHEREAS the Reorganization will result in certain entities ceasing to be part of
a group of entities that in certain jurisdictions were filing, lodging or
otherwise submitting their tax returns on a consolidated, combined, unitary or
other similar basis;

WHEREAS the Parties (as defined below) desire, in connection with the
Reorganization and the Arrangement, to (i) give each other certain
representations and warranties with respect to certain tax matters, (ii) confirm
that no representations and warranties are being given with respect to certain
other tax matters, (iii) set out certain rules which shall govern their conduct
after the Separation and (iv) allocate certain obligations with respect to
certain tax matters;

WHEREAS Alcan and Novelis have entered into the Separation Agreement (the
"SEPARATION AGREEMENT") and several ancillary agreements, as amended, modified,
supplemented or restated to complete the Separation (as defined below); and

WHEREAS this Agreement (as defined below) is an "Ancillary Agreement" for the
purposes of the Separation Agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other
provisions set forth in this Agreement, the Parties hereby agree as follows:

                                   ARTICLE I -
                                 INTERPRETATION

1.01 DEFINITIONS

     The capitalized words and expressions and variations thereof used in this
     Agreement or in its schedules shall have the meanings ascribed to them as
     set forth herein. Capitalized words and expressions and variations thereof
     not defined in this Agreement shall have the meanings ascribed to them in
     Schedule 1.01 - Definitions of the Separation Agreement.

     "50% INTEREST" means with respect to any corporation (within the meaning of
     the Code) stock or other equity interests of such corporation possessing at
     least 50 percent of the total combined voting power of all classes of stock
     or equity interests entitled to vote or at least 50 percent of the total
     value of shares of all classes of stock or equity interests.

     "AAC GROUP" means, for any taxable period, AAC and any Subsidiaries of AAC
     as of that taxable period.

     "AAC" has the meaning set forth in the recitals of this Agreement.

     "AAC BUSINESS" means the active conduct of the trade or business (within
     the meaning of Section 355(b)(1) of the Code) by AAC of producing aluminum
     rolled products and ancillary activities as carried on immediately prior to
     the Effective Time.

     "AC" has the meaning set forth in the recitals of this Agreement.
<PAGE>
                                      -4-


     "AC BUSINESS" means the active conduct by AC of a trade or business (within
     the meaning of Section 355(b)(1) of the Code) other than the AAC Business.

     "AC GROUP" means, for any taxable period, AC and its Subsidiaries as of
     that taxable period other than members of the AAC Group.

     "AFFILIATE" of any Person means any other Person that directly or
     indirectly through one or more intermediaries, Controls, is Controlled by,
     or is under common Control, with such first Person.

     "AGREEMENT" means this Tax Sharing and Disaffiliation Agreement between the
     Parties, including all of the schedules hereto, and as the same may be
     amended from time to time.

     "ALCAN" has the meaning set forth in the recitals of this Agreement.

     "ALCAN BUSINESSES" has the meaning set forth in the Separation Agreement.

     "ALCAN CLASS A COMMON SHARES" or "NEW ALCAN COMMON SHARES" means the class
     A common shares of Alcan which Alcan will be authorized to issue upon the
     Arrangement becoming effective and which are to be issued under the
     Arrangement to Alcan Common Shareholders in exchange, in part, for Alcan
     Common Shares, and to be redesignated as Alcan common shares once the
     current Alcan Common Shares have been deleted from the share capital of
     Alcan.

     "ALCAN COMMON SHAREHOLDERS" means the holders of Alcan Common Shares.

     "ALCAN COMMON SHARES" means the voting common shares of Alcan.

     "ALCAN GROUP" means Alcan and its Subsidiaries, whether held directly or
     indirectly; for greater certainty, (i) prior to the Effective Time, "Alcan
     Group" includes Arcustarget Group, (ii) on and after the Effective Time,
     "Alcan Group" excludes Arcustarget Group, and (iii) in all circumstances
     "Alcan Group" excludes Novelis.

     "ALCAN INDEMNIFIED PARTIES" has the meaning set forth in Section 3.02 of
     this Agreement.

     "ALCAN PECHINEY CORPORATION" means Alcan Pechiney Corporation, a Texas
     Corporation.

     "ALCAN PRIMARY PRODUCTS CORPORATION" means Alcan Primary Products
     Corporation, a Texas Corporation.

     "ALCAN PRODUCTS CORPORATION" means Alcan Products Corporation, a Texas
     Corporation.

     "ALCAN SPECIAL SHARES" means the non-voting, redeemable, retractable,
     special shares of Alcan, which Alcan will be authorized to issue upon the
     Arrangement becoming effective
<PAGE>
                                      -5-


     and which are to be issued pursuant to the Arrangement to Alcan Common
     Shareholders in exchange, in part, for the Alcan Common Shares.

     "ALCAN TAX CONSOLIDATED GROUP" means a group of Persons that are Affiliates
     of Alcan and that file, lodge or otherwise submit their Tax Returns on a
     consolidated, combined, unitary or similar basis.

     "APPLICABLE LAW" means any applicable law, statute, rule or regulation of
     any Governmental Authority or any outstanding order, judgment, injunction,
     ruling or decree by any Governmental Authority.

     "ARCUSTARGET" has the meaning set forth in the recitals of this Agreement.

     "ARCUSTARGET GROUP" means Arcustarget and its Subsidiaries, whether held
     directly or indirectly.

     "ARRANGEMENT" means the proposed arrangement under the provisions of
     section 192 of the CBCA on, and subject to, the terms and conditions set
     forth in the Plan of Arrangement.

     "BUSINESS DAY" means any day excluding (i) Saturday, Sunday and any other
     day which, in the City of Montreal (Canada) or in the City of New York
     (United States), is a legal holiday or (ii) a day on which banks are
     authorized by Applicable Law to close in the City of Montreal (Canada) or
     in the City of New York (United States).

     "CANADIAN TAX RULING" means the advance income tax ruling received by Alcan
     from the CRA on December 15, 2004 and as may be further revised,
     supplemented or modified at the request of Alcan confirming the Canadian
     federal income tax consequences of certain aspects of the Arrangement and
     certain other transactions.

     "CBCA" means the Canada Business Corporations Act.

     "CLAIM" means any assessment or reassessment, tax inquiry, audit,
     examination, investigation, dispute, litigation or other proceeding
     (including, for United States federal income tax purposes, a notice of a
     potential Claim such as a Form 5701 Notice of Proposed Adjustment), made by
     the CRA, a Provincial Revenue Authority, the IRS or any other Taxing
     Authority, that would result in any Tax liability to an Indemnitor.

     "CLOSING AGENDA" means the final closing agenda relating to the
     Reorganization and the Arrangement.

     "CODE" means the United States Internal Revenue Code of 1986, as amended.

     "CONSTITUENT DOCUMENTS" means, with respect to any Person, (a) the articles
     of incorporation, certificate of incorporation, constitution or certificate
     of formation (or the equivalent organizational documents) of such Person,
     (b) the by-laws, operating agreement (or the equivalent governing
     documents) of such Person, (c) any document setting forth the manner of
     election and duties of the directors or managing members of
<PAGE>
                                      -6-


     such Person (if any) and the designation, amount or relative rights,
     limitations and preferences of any class or series of such Person's stock
     and (d) with respect to any Person organized under the laws of Canada or
     any province therein, any unanimous shareholders agreement.

     "CONTROL" or "CONTROLLED" means, (a) for purposes of paragraph (a) of the
     definition of Triggering Event, control for purposes of the Tax Act, and
     (b) for any other purpose, the presence of one of the following: (i) the
     legal, beneficial or equitable ownership, directly or indirectly, of more
     than 50% (by vote or value) of the capital or voting stock (or other
     ownership or voting interest, if not a corporation) of such Person or (ii)
     the ability, directly or indirectly, to direct the voting of a majority of
     the directors of such Person's board of directors or, if such Person does
     not have a board of directors, a majority of the positions on any similar
     body, whether through appointment, voting agreement or otherwise.

     "CRA" means the Canada Revenue Agency.

     "DATE OF THE U.S. INTERNAL DISTRIBUTION" means the date on which the U.S.
     Internal Distribution occurs.

     "DISAFFILIATION DATE" means, for any Former Member and its relevant Alcan
     Tax Consolidated Group in respect of their mutual rights and obligations
     under this Agreement, the date on which such Former Member ceases to be a
     member of its relevant Alcan Tax Consolidated Group in the course of or as
     a result of the Separation.

     "DISAFFILIATION STRADDLE PERIOD" means any Period that begins before and
     ends after the Disaffiliation Date.

     "DISPUTE RESOLUTION AGREEMENT" means the Agreement with Respect to Dispute
     Resolution dated the Effective Date, as amended, restated or modified from
     time to time, and constituting an Ancillary Agreement to the Separation
     Agreement.

     "EFFECTIVE DATE" has the meaning set forth in the Separation Agreement.

     "EFFECTIVE TIME" means 12:00:01 a.m. E.S.T. on the Effective Date.

     "FINAL DETERMINATION" means with respect to any issue (a) a decision,
     judgment, decree or other order by any court of competent jurisdiction,
     which decision, judgment, decree or other order has become final and is not
     subject to further appeal, (b) a closing agreement (in the United States,
     whether or not entered into under Section 7121 of the Code) or any other
     binding settlement agreement (in the United States, whether or not with the
     IRS) entered into in connection with or in contemplation of an
     administrative or judicial proceeding by a Taxing Authority, or (c) the
     completion of the highest level of administrative proceedings if a judicial
     contest is not or is no longer available.

     "FIRST GROUP" has the meaning set forth in Section 10.01.
<PAGE>
                                      -7-


     "FISCAL YEAR 2004" means the period beginning January 1, 2004 and ending
     December 31, 2004 or on the Disaffiliation Date if such date is prior to
     December 31, 2004.

     "FORM 10" means the registration statement on Form 10 (including the
     related information statement) relating to the listing of Novelis Common
     Shares on the New York Stock Exchange and the related registration of the
     class of equity securities that includes the Novelis Common Shares under
     Section 12(b) of the United States Securities Exchange Act of 1934, in the
     form in which it was declared effective by the Securities and Exchange
     Commission.

     "FORMER MEMBER" means any Person that ceases to be part of an Alcan Tax
     Consolidated Group in the course of or as a result of the Separation and
     that is a member of the Novelis Group on or following the Effective Time.

     "GOVERNMENTAL AUTHORITY" means any court, arbitration panel, governmental
     or regulatory authority, agency, stock exchange, commission or body.

     "GROUP" means AAC Group, AC Group, Alcan Group, Arcustarget Group or
     Novelis Group, as the context requires.

     "INDEMNIFIED PARTY" has the meaning set forth in Section 7.01.

     "INDEMNITOR" has the meaning set forth in Section 7.01.

     "IRS" means the United States Internal Revenue Service.

     "LIABILITIES" has the meaning set forth in the Separation Agreement.

     "NOVELIS" means Novelis Inc., a corporation incorporated under the CBCA,
     formed to acquire under the Arrangement and independently carry on the
     Separated Businesses, and to be amalgamated with Arcustarget on the
     Effective Date, and, for greater certainty, includes the corporation
     resulting from the amalgamation of Novelis and Arcustarget and any
     successors thereto.

     "NOVELIS COMMON SHARES" means the voting common shares of Novelis to be
     issued to holders of Alcan Special Shares pursuant to the Arrangement in
     exchange for such Alcan Special Shares.

     "NOVELIS GROUP" means Novelis and its Subsidiaries, whether held directly
     or indirectly; for greater certainty, (i) prior to the Effective Time,
     "Novelis Group" excludes Arcustarget Group, and (ii) on and after the
     Effective Time, "Novelis Group" includes Arcustarget Group.

     "NOVELIS INDEMNIFIED PARTIES" has the meaning set forth in Section 3.01.

     "PARTIES" means the parties to this Agreement and, in the singular, means
     any of them.
<PAGE>
                                      -8-


     "PERIOD" means any taxable year or other taxable period.

     "PERSON" means any individual, partnership, joint venture, corporation,
     limited liability company, company, trust, unincorporated organization or
     Governmental Authority.

     "PLAN OF ARRANGEMENT" means the plan of arrangement set out as Schedule
     1.01 - "PA" of the Separation Agreement, as the same may be amended from
     time to time.

     "POST-DISAFFILIATION PERIOD" means any Period that begins after the
     Disaffiliation Date and, in the case of any Disaffiliation Straddle Period,
     that part of the Disaffiliation Straddle Period that begins after the close
     of the Disaffiliation Date.

     "PRE-DISAFFILIATION PERIOD" means any Period that ends on or before the
     Disaffiliation Date and, in the case of any Disaffiliation Straddle Period,
     that part of the Disaffiliation Straddle Period through the close of the
     Disaffiliation Date.

     "PRE-SEPARATION PERIOD" means any Period that ends on or before the
     Effective Date.

     "POST-SEPARATION PERIOD" means any taxable year or other taxable period
     that begins on or after the Effective Date.

     "PROVINCIAL REVENUE AUTHORITY" has the meaning set forth in the Separation
     Agreement.

     "REORGANIZATION" means the transactions relating to the transfers of
     property, directly or indirectly, to Arcustarget set out in Part I of the
     Closing Agenda.

     "REORGANIZATION DOCUMENTS" has the meaning set forth in the Separation
     Agreement.

     "SECOND GROUP" has the meaning set forth in Section 10.01.

     "SEPARATED BUSINESSES" has the meaning set forth in the Separation
     Agreement.

     "SEPARATION" has the meaning set forth in the Separation Agreement.

     "SEPARATION AGREEMENT" has the meaning set forth in the recitals of this
     Agreement.

     "STRADDLE PERIOD" means any Period that begins before and ends after the
     Effective Date.

     "SUBSIDIARY" of any Person means any corporation, partnership, limited
     liability entity, joint venture or other organization, whether incorporated
     or unincorporated, of which a majority of the total voting power of capital
     stock or other interests entitled (without the occurrence of any
     contingency) to vote in the election of directors, managers or trustees
     thereof, is at the time owned or controlled, directly or indirectly, by
     such Person. In determining whether a Subsidiary is a Subsidiary of AAC or
     AC for any period, AAC and the Subsidiaries of AAC shall not be treated as
     Subsidiaries of AC.

     "TAX" or "TAXES" whether used in the form of a noun or adjective, means all
     forms of taxation, whenever created or imposed, including, but not limited
     to, taxes on or
<PAGE>
                                      -9-


     measured by income, capital, franchise, gross receipts, sales, use, excise,
     payroll, personal property (tangible or intangible), real property,
     ad-valorem, value-added, goods and services, leasing, leasing use or other
     taxes, levies, imposts, duties, charges or withholdings of any nature
     whether imposed by a country, locality, municipality, government, state,
     province, federation, or other Governmental Authority, including any
     penalties, fines and additions to tax and any interest on tax, compounded
     or otherwise.

     "TAX ACT" means the Income Tax Act (Canada), as amended.

     "TAX RETURNS" means all reports, returns, information statements,
     questionnaires or other documents or data (whether in printed, electronic
     or other form) required to be filed or that may be filed for any period
     with any Taxing Authority (whether domestic or foreign) in connection with
     any Tax or Taxes (whether domestic or foreign).

     "TAXING AUTHORITY" means any governmental entity imposing Taxes or
     empowered or authorized to administer any Taxes imposed by any country,
     locality, municipality, government, state, province, federation or other
     Governmental Authority.

     "TRANSFER TAXES" means any transfer, sales, use, real property transfer,
     goods and services, value-added, stamp, filing, recordation and similar
     taxes and fees imposed in connection with the Reorganization or the
     Separation. For greater certainty, Transfer Taxes shall not include income
     taxes (including taxes on capital gains).

     "TREASURY REGULATIONS" means the regulations promulgated by the United
     States Treasury Department under the Code.

     "TRIGGERING EVENT" means:

     (a)  for the purposes of the Tax Act, an acquisition of Control of Novelis;
          or

     (b)  for United States federal income tax purposes, any action or actions
          of or involving any Person (other than Alcan or any Person that is an
          Affiliate of Alcan immediately before or immediately after such action
          or actions), or any omission or omissions of such Person of an action
          or actions available to it, after the Date of the U.S. Internal
          Distribution, if as a result of such action(s) or omission(s) a Final
          Determination is made that the Separation is not Tax-free (i) by
          failing to qualify as a distribution described in Sections 355 and
          368(a)(1)(D) of the Code, (ii) because any stock or securities of AAC
          distributed by AC in the U.S. Internal Distribution fail to qualify as
          "qualified property" within the meaning of Section 355(c)(2) of the
          Code, or (iii) because Section 355(e) of the Code applies to the
          Separation.

     "U.S. INTERNAL DISTRIBUTION" means the distribution by AC to Alcan of all
     the shares of AAC in the course of the Separation.

     "UNITED STATES" means the United States of America.
<PAGE>
                                      -10-


1.02 SCHEDULES

     The following schedules are attached to this Agreement and form part
     hereof:

Schedule 2.01 (g)        Repayment Transactions

Schedule 2.02 (d)        Certain Additional Covenants of Novelis and Arcustarget

Schedule 2.04 (b)(iii)   Certain Additional Covenants of AAC

1.03 HEADINGS

     The article, section and paragraph headings contained in this Agreement are
     for reference purposes only and shall not affect in any way the meaning or
     interpretation of this Agreement.

1.04 CURRENCY

     Unless otherwise indicated herein, all Dollar amounts referred to in this
     Agreement refer to the lawful currency of the United States and all
     payments must be made in such currency.

                                  ARTICLE II -
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

2.01 REPRESENTATIONS, WARRANTIES AND COVENANTS OF ALCAN IN FAVOUR OF NOVELIS

     (a)  Alcan represents as at the date hereof and warrants to and in favour
          of Novelis as at the date hereof (and acknowledges that Novelis is
          relying upon such representations and warranties in connection with
          the matters contemplated by this Agreement) as follows:

          (i)  to the best of Alcan's knowledge, there is no "specified
               shareholder" of Alcan as such expression is defined for the
               purposes of paragraph 55(3.1)(b) of the Tax Act; and

          (ii) all the facts relating to Alcan that are disclosed in the
               Canadian Tax Ruling are true and accurate in all material
               respects;

     (b)  Alcan covenants that it shall not, and that it shall cause each other
          member of the Alcan Group not to, enter into any transaction or permit
          any transaction within its control to occur that would cause Alcan or
          any other member of the Alcan Group that is a corporation to cease to
          be a "specified corporation" (within the meaning of the Tax Act) on or
          prior to the Effective Date, except as contemplated in the Canadian
          Tax Ruling, and Alcan and each such member will fulfill, and will
          cause any Person Controlled by it after the Effective Date to fulfill,
          all
<PAGE>
                                      -11-


          representations or undertakings provided by it to the CRA in
          connection with the Canadian Tax Ruling;

     (c)  Alcan covenants that it shall not, and that it shall cause each other
          member of the Alcan Group not to, take any action, omit to take any
          action or enter into any transaction that could cause the Arrangement
          or any related transaction to be treated in a manner inconsistent with
          the Canadian Tax Ruling;

     (d)  Alcan covenants that it shall, and that it shall cause each other
          member of the Alcan Group that is required to file Canadian Tax
          Returns to, file such Tax Returns (including, for greater certainty,
          any election forms under section 85 of the Tax Act) in accordance with
          the terms of the Plan of Arrangement and the Canadian Tax Ruling
          following the Effective Date;

     (e)  Alcan covenants that it shall, and that it shall cause each other
          member of the Alcan Group to, cooperate with Novelis and the relevant
          other members of the Novelis Group in the preparation and filing of
          all elections under the Tax Act as contemplated in the Reorganization,
          the Canadian Tax Ruling, the Plan of Arrangement and this Agreement
          (and of any similar elections that may be required under applicable
          provincial or foreign legislation); such elections shall be made in
          the form and within the time limits prescribed in the Tax Act (or
          applicable provincial or foreign legislation); except that Alcan may
          decide, in its sole discretion, to amend or late-file such elections,
          in which case Alcan shall be liable to indemnify any Novelis
          Indemnified Party for any late-filing penalties; where an agreed
          amount is to be included in any such election, such amount will be
          within the range contemplated by the Tax Act (or applicable provincial
          or foreign legislation) and will be the amount contemplated by the
          Canadian Tax Ruling, the Plan of Arrangement and this Agreement, where
          such amount is specified therein and, in any other case, will be the
          amount determined by Alcan in its sole discretion; and

     (f)  Alcan covenants that it shall not, and that it shall cause each other
          member of the Alcan Group not to, take any action that would be
          inconsistent with the Reorganization Documents;

     (g)  Alcan expressly acknowledges and agrees that for United States federal
          income tax purposes the Reorganization (as that term is defined in the
          Separation Agreement) is intended to be treated as a reorganization
          within the meaning of Section 368(a)(1)(D) of the Code and the
          subsequent distribution of the Novelis Common Shares to the
          shareholders of Alcan is intended to be treated as a transaction
          qualifying under Section 355 of the Code. Without limiting the
          generality of the foregoing, Alcan expressly acknowledges and agrees
          that the transfer of the Separated Entities and the Separated Assets
          (as each of those terms are defined in the Separation Agreement) to
          Alcan shall occur simultaneously and pursuant to a single, integrated,
          plan of reorganization within the meaning of Section 368 of the Code.
          Alcan expressly acknowledges and agrees that it will treat and it
          hereby adopts the Separation Agreement, as supplemented by this
<PAGE>
                                      -12-


          Agreement, as the plan of reorganization within the meaning of Section
          368 of the Code. Furthermore Alcan expressly covenants and agrees that
          all consideration received by Alcan from Arcustarget other than the
          shares of capital stock of Arcustarget (such consideration the
          "Non-Stock Consideration") shall be immediately converted into cash,
          in accordance with the various refinancing transactions that are a
          part of this plan of reorganization, and Alcan shall use such cash
          immediately upon its receipt to repay the creditors referred to in
          SCHEDULE 2.01(G) and otherwise in accordance with the provisions of
          Section 361(b)(3) of the Code. Alcan hereby expressly covenants and
          agrees to (i) convert the "Non-Stock Consideration" into cash in
          accordance with the terms of this Section 2.01(g), and (ii) cause the
          repayment of the Alcan creditors referred to in SCHEDULE 2.01(G) in
          accordance with the terms of this Section 2.01(g).

2.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVELIS IN FAVOUR OF ALCAN AND
     AC

     (a)  Novelis covenants that it shall, and that it shall cause each other
          member of the Novelis Group to, use its commercially reasonable
          efforts and do all things reasonably required of it to cause the
          Reorganization to be completed within the time periods contemplated by
          the Separation Agreement;

     (b)  Novelis covenants that it shall, and that it shall cause each other
          member of the Novelis Group to, use its commercially reasonable
          efforts and do all things reasonably required of it to cause the
          Arrangement to become effective within the time periods contemplated
          by the Separation Agreement;

     (c)  Novelis covenants that it shall not, and that it shall cause each
          other member of the Novelis Group not to, enter into any transaction
          or permit any transaction within its control to occur that would cause
          Alcan or any other member of the Alcan Group that is a corporation to
          cease to be a "specified corporation" (within the meaning of the Tax
          Act) on or prior to the Effective Date, except as contemplated in the
          Canadian Tax Ruling, and Novelis and each other member of the Novelis
          Group will fulfill, and will cause any Person Controlled by it after
          the Effective Date to fulfill, all representations or undertakings
          provided by it to the CRA in connection with the Canadian Tax Ruling;

     (d)  Novelis covenants that it shall not, and that it shall cause each
          other member of the Novelis Group not to, take any action, omit to
          take any action or enter into any transaction that could cause the
          Reorganization, the Arrangement or any related transaction to be
          treated in a manner inconsistent with the Canadian Tax Ruling or that
          could cause the Separation to be treated other than as a Tax-free
          under the Code as contemplated in the recitals of this Agreement
          (including but not limited to violating any of the specific covenants
          enumerated in SCHEDULE 2.02(D));

     (e)  Novelis covenants that it shall, and that it shall cause each other
          member of the Novelis Group that is required to file Canadian Tax
          Returns to, file such Tax Returns (including, for greater certainty,
          any election forms under section 85 of
<PAGE>
                                      -13-


          the Tax Act) in accordance with the terms of the Plan of Arrangement
          and the Canadian Tax Ruling following the Effective Date. To the
          extent allowed by Applicable Law, Novelis shall, and shall cause each
          other member of the Novelis Group to, make adjustments to its stated
          capital and paid-up capital accounts in accordance with the terms of
          the Plan of Arrangement and the Canadian Tax Ruling following the
          Effective Date in order that the Reorganization and the Separation are
          implemented on a tax efficient basis for Alcan and the other members
          of the Alcan Group;

     (f)  Novelis covenants that it shall, and that it shall cause each other
          member of the Novelis Group to, use reasonable best efforts to apply
          for such amendments to the Canadian Tax Ruling and make such
          amendments to the Separation Agreement as may be necessary or
          desirable to obtain the Canadian Tax Ruling or to implement the Plan
          of Arrangement as may be desired by Alcan (i) to enable it to
          implement arrangements or carry out transactions deemed advantageous
          by it for the purposes of the Separation, or (ii) to achieve a tax
          efficient treatment (to be determined in Alcan's discretion) of
          transaction costs on a worldwide net basis;

     (g)  Novelis covenants that it shall, and that it shall cause each other
          member of the Novelis Group to, cooperate with Alcan and the relevant
          other members of the Alcan Group in the preparation and filing of all
          elections under the Tax Act as contemplated in the Reorganization, the
          Canadian Tax Ruling, the Plan of Arrangement and this Agreement (and
          of any similar elections that may be required under applicable
          provincial or foreign legislation); such elections shall be made in
          the form and within the time limits prescribed in the Tax Act (or
          applicable provincial or foreign legislation) except that Alcan may
          decide, in its sole discretion, to amend or late-file such elections,
          in which case Alcan Shall be liable to indemnify any Novelis
          Indemnified Party for any late-filing penalties; where an agreed
          amount is to be included in any such election, such amount will be
          within the range contemplated by the Tax Act (or applicable provincial
          or foreign legislation) and will be the amount contemplated by the
          Canadian Tax Ruling, the Plan of Arrangement and this Agreement, where
          such amount is specified therein and, in any other case, will be the
          amount determined by Alcan in its sole discretion;

     (h)  Novelis covenants that it shall not, and that it shall cause each
          other member of the Novelis Group not to, make any Tax election, pay
          or cause to be paid any distribution from a member of the Novelis
          Group or take any other action that could cause an actual increase in
          the Taxes for which a member of the Alcan Group is responsible or that
          will cause an actual reduction in the amount of any refund of Taxes
          payable to a member of the Alcan Group other than as a result of the
          Separation;

     (i)  Novelis represents as at the date hereof, warrants and covenants to
          and in favour of Alcan and AC as follows:
<PAGE>
                                      -14-


          (i)  for United States federal income tax purposes, Novelis has the
               plan and intention to and will from the date of this Agreement
               until two (2) years after the Effective Date (A) maintain AAC's
               status as a corporation directly engaged in the active conduct of
               the AAC Business, and (B) take all actions to carry out, and not
               take any action that would prevent or be inconsistent with the
               completion of, the transactions contemplated by the Separation
               Agreement; and

          (ii) there is no plan or intention to, and no Person will from the
               date of this Agreement until two (2) years after the Effective
               Date (A) take any action that would result in AAC ceasing to be
               directly engaged in the active conduct of the AAC Business, (B)
               redeem or otherwise repurchase (directly or through an Affiliate
               of AAC, Arcustarget or Novelis or any of their respective
               successors) any of AAC's, Arcustarget's or Novelis' outstanding
               stock, other than as part of the Arrangement or through stock
               purchases meeting the requirements of Section 4.05(1)(b) of
               Revenue Procedure 96-30, 1996-1 C.B. 696, (C) amend the
               Constituent Documents of AAC, Arcustarget or Novelis or any of
               their respective successors or take any similar action that would
               affect the relative voting rights of separate classes of their
               respective stock or convert one class of AAC's, Arcustarget's or
               Novelis' stock into another class of their respective stock, (D)
               liquidate or partially liquidate AAC or its Subsidiaries, (E)
               merge AAC, Arcustarget or Novelis with any other corporation
               (otherwise than by the amalgamation of Arcustarget and Novelis as
               part of the Arrangement) or sell or otherwise dispose of (other
               than in the ordinary course of AAC's, Arcustarget's or Novelis'
               respective businesses) the assets of AAC or its Subsidiaries, or
               (F) take any other action or actions that in the aggregate would
               likely have the effect that any Person (other than Novelis or
               Arcustarget as part of the Plan of Arrangement) will acquire, as
               part of a plan or series of related transactions, stock of AAC,
               Arcustarget or Novelis (or any of their respective successors)
               representing a 50% Interest in AAC, Arcustarget or Novelis (or
               their respective successors); and

     (j)  Novelis covenants that it shall not, and that it shall cause each
          other member of the Novelis Group not to, take any action that would
          be inconsistent with the Reorganization Documents;

     (k)  Novelis expressly acknowledges and agrees that for United States
          federal income tax purposes the Reorganization (as that term is
          defined in the Separation Agreement) is intended to be treated as a
          reorganization within the meaning of Section 368(a)(1)(D) of the Code
          and the subsequent distribution of the Novelis Common Shares to the
          shareholders of Alcan is intended to be treated as a transaction
          qualifying under Section 355 of the Internal Revenue Code. Without
          limiting the generality of the foregoing, Novelis expressly
          acknowledges and agrees that the transfer of the Separated Entities
          and the Separated Assets (as each of those terms are defined in the
          Separation Agreement) to Novelis shall occur
<PAGE>
                                      -15-


          simultaneously and pursuant to a single, integrated, plan of
          reorganization within the meaning of Section 368 of the Code. Novelis
          expressly acknowledges and agrees that it will treat and it hereby
          adopts the Separation Agreement as supplemented by this Agreement as
          the plan of reorganization within the meaning of Section 368 of the
          Code. Furthermore Novelis expressly covenants and agrees that all
          consideration received by Alcan from Arcustarget other than the shares
          of capital stock of Arcustarget shall be immediately converted into
          cash, in accordance with the various refinancing transactions that are
          a part of this plan of reorganization, and Alcan shall use such cash
          immediately upon its receipt to repay the creditors referred to in
          SCHEDULE 2.012.01(G) and otherwise in accordance with the provisions
          of Section 361(b)(3) of the Code. Novelis hereby expressly covenants
          and agrees to (i) convert the "Non-Stock Consideration" into cash in
          accordance with the terms of this Section 2.02(k), and (ii) cause the
          repayment of the Alcan creditors referred to in SCHEDULE 2.012.01(G)
          in accordance with the terms of this Section 2.02(k).

2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF AC IN FAVOUR OF AAC AND
     NOVELIS

     AC represents as at the date hereof, warrants and covenants to and in
     favour of AAC and Novelis as follows:

     (a)  to the fullest extent possible under United States federal income and
          state Tax laws, it shall, and it shall cause its Affiliates to, treat
          the Separation as tax-free under Sections 355 and 368(a)(1)(D) for all
          United States federal and state Tax purposes;

     (b)  for United States federal income tax purposes,

          (i)  AC has the plan and intention to and will from the date of this
               Agreement until two (2) years after the Effective Date (A)
               maintain AC's status as a corporation directly engaged in the
               active conduct of the AC Business, and (B) take all actions
               necessary to carry out, and not take any action that would
               prevent or be inconsistent with the completion of, the
               transactions contemplated by the Separation Agreement; and

          (ii) there is no plan or intention to, and no Person will from the
               date of this Agreement until two (2) years after the Effective
               Date (A) take any action that would result in AC ceasing to be
               directly engaged in the active conduct of the AC Business, (B)
               redeem or otherwise repurchase (directly or through an Affiliate
               of AC or Alcan), any of AC's or Alcan's outstanding stock, other
               than as part of the Arrangement or through stock purchases
               meeting the requirements of Section 4.05(1)(b) of Revenue
               Procedure 96-30, 1996-1 C.B. 696, (C) amend the Constituent
               Documents of AC or Alcan or take any similar action that would
               affect the relative voting rights of separate classes of their
               respective stock or convert one class of AC's or Alcan's stock
               into another class of their respective stock, (D) liquidate or
               partially liquidate AC, (E) merge AC or Alcan with any
<PAGE>
                                      -16-


               other corporation or sell or otherwise dispose of (other than in
               the ordinary course of business) the assets of the AC Business,
               or (F) take any other action or actions that in the aggregate
               would likely have the effect that any Person (other than pursuant
               to the Separation Agreement) will acquire, as part of a plan or
               series of related transactions, stock of AC or Alcan representing
               a 50% Interest in AC or Alcan (or their respective successors);

     (c)  AC covenants that it shall not, and that it shall cause its Affiliates
          not to, take any action that would be inconsistent with any of the
          representations, warranties or covenants contained in this Section
          2.03; and

     (d)  AC covenants that it shall not, and it shall cause each other member
          of the AC Group not to, make any Tax election, pay or cause to be paid
          any distribution from an Affiliate or take any other action that could
          cause an actual increase in the Taxes for which a member of the AAC
          Group is responsible or that will cause an actual reduction in the
          amount of any refund of Taxes payable to a member of the AAC Group
          other than as a result of transactions forming part of the Separation.

2.04 REPRESENTATIONS, WARRANTIES AND COVENANTS OF AAC IN FAVOUR OF AC AND ALCAN

     AAC represents as at the date hereof, warrants and covenants to and in
     favour of AC and Alcan as follows:

     (a)  to the fullest extent possible under United States federal income and
          state Tax laws, it shall, and shall cause its Affiliates to, treat the
          Separation as tax-free under Sections 355 and 368(a)(1)(D) for all
          United States federal and state purposes;

     (b)  for United States federal income tax purposes,

          (i)  AAC has the plan and intention to and will from the date of this
               Agreement until two (2) years after the Effective Date (A)
               maintain AAC's status as a corporation directly engaged in the
               active conduct of the AAC Business, and (B) take all actions
               necessary to carry out, and not take any action that would
               prevent or be inconsistent with the completion of, the
               transactions contemplated by the Separation Agreement; and

          (ii) there is no plan or intention to, and no Person will from the
               date of this Agreement until two (2) years after the Effective
               Date (A) take any action that would result in AAC ceasing to be
               directly engaged in the active conduct of the AAC Business, (B)
               redeem or otherwise repurchase (directly or through an Affiliate
               of AAC, Arcustarget or Novelis, or any of their respective
               successors) any of AAC's, Arcustarget's or Novelis' outstanding
               stock, other than as part of the Arrangement or through stock
               purchases meeting the requirements of Section 4.05(1)(b) of
               Revenue Procedure 96-30, 1996-1 C.B. 696, (C) amend the
               Constituent Documents
<PAGE>
                                      -17-


               of AAC, Arcustarget or Novelis or any of their respective
               successors other than as part of the Arrangement, or take any
               similar action that would affect the relative voting rights of
               separate classes of their respective stock or convert one class
               of AAC's, Arcustarget's or Novelis' stock into another class of
               their respective stock, (D) liquidate or partially liquidate AAC
               or its Subsidiaries, (E) merge AAC, Arcustarget or Novelis with
               any other corporation (otherwise than by the amalgamation of
               Arcustarget and Novelis as part of the Arrangement) or sell or
               otherwise dispose of (other than in the ordinary course of AAC's,
               Arcustarget's or Novelis' respective businesses) the assets of
               AAC or its Subsidiaries, or (F) take any other action or actions
               that in the aggregate would likely have the effect that any
               Person (other than Novelis or Arcustarget pursuant to
               Reorganization Documents and the Plan of Arrangement) will
               acquire, as part of a plan or series of related transactions,
               stock of AAC, Arcustarget or Novelis (or any of their respective
               successors) representing a 50% Interest in AAC, Arcustarget,
               Novelis (or their respective successors);

          (iii) AAC shall not, and shall cause any Affiliate of AAC not to, take
               any action, omit to take any action or enter into any transaction
               that could cause the Separation to be treated other than as a
               tax-free under the Code as contemplated in the recitals of this
               Agreement (including but not limited to violating any of the
               specific covenants enumerated in SCHEDULE 2.04(B)(III)).

     (c)  Novelis and AAC covenant that they shall not, and that they shall
          cause each other member of the AAC Group not to, make any Tax
          election, pay or cause to be paid any distribution from an Affiliate
          or take any other action that could cause an actual increase in the
          Taxes for which a member of the AC Group is responsible or that will
          cause an actual reduction in the amount of any refund of Taxes payable
          to a member of the AC Group other than as a result of transactions
          forming part of the Separation; and

     (d)  AAC covenants that it shall not, and that it shall cause its
          Affiliates not to, take any action that would be inconsistent with any
          of the representations, warranties or covenants contained in this
          Section 2.04.

2.05 REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVELIS AND ARCUSTARGET IN
     FAVOUR OF AC

     Novelis and Arcustarget represent as at the date hereof, warrant and
     covenant to and in favour of AC as at the date hereof as follows:

     (a)  for United States federal income tax purposes,

          (i)  Novelis and Arcustarget have the plan and intention to and will
               from the date of this Agreement until two (2) years after the
               Effective Date (A) maintain AAC's status as a corporation engaged
               in the active conduct
<PAGE>
                                      -18-


               of the AAC Business, and (B) take all actions necessary to carry
               out, and not take any action that would prevent or be
               inconsistent with the completion of, the transactions
               contemplated by the Separation Agreement; and

          (ii) there is no plan or intention to, and no Person will from the
               date of this Agreement until two (2) years after the Effective
               Date (A) take any action that would result in AAC ceasing to be
               directly engaged in the active conduct of the AAC Business, (B)
               redeem or otherwise repurchase (directly or through an Affiliate
               of AAC, Arcustarget or Novelis, or any of their respective
               successors) any of AAC's, Arcustarget's or Novelis' outstanding
               stock, other than as part of the Arrangement or through stock
               purchases meeting the requirements of Section 4.05(1)(b) of
               Revenue Procedure 96-30, 1996-1 C.B. 696, (C) amend the
               Constituent Documents of AAC, Arcustarget or Novelis or any of
               their respective successors other than as part of the Arrangement
               or take any similar action that would affect the relative voting
               rights of separate classes of their respective stock or convert
               one class of AAC's, Arcustarget's or Novelis' stock into another
               class of their respective stock, (D) liquidate or partially
               liquidate AAC or its Subsidiaries, (E) merge AAC, Arcustarget or
               Novelis with any other corporation (otherwise than by the
               amalgamation of Arcustarget and Novelis as part of the
               Arrangement) or sell or otherwise dispose of (other than in the
               ordinary course of AAC's, Arcustarget's or Novelis' respective
               businesses) the assets of AAC or its Subsidiaries, or (F) take
               any other action or actions that in the aggregate would likely
               have the effect that any Person (other than Novelis or
               Arcustarget pursuant to the Reorganization Documents and the Plan
               of Arrangement) will acquire, as part of a plan or series of
               related transactions, stock of AAC, Arcustarget or Novelis (or
               any of their respective successors) representing a 50% Interest
               in AAC, Arcustarget or Novelis (or their respective successors);
               and

     (b)  Novelis and Arcustarget covenant that they shall not, and that they
          shall cause their Affiliates not to, take any action that would be
          inconsistent with any of the representations, warranties or covenants
          contained in this Section 2.05.

2.06 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     (a)  The representations and warranties of the Parties contained in this
          Article II shall survive the Effective Date until sixty (60) days
          after the expiry of all applicable prescription periods or statutes of
          limitation (giving effect to any waiver, mitigation or extension
          thereof) after which no assessment, reassessment or other notice or
          document assessing liability for Taxes for a taxation year or taxable
          period (or other relevant period) may be issued to the relevant Party
          pursuant to any Applicable Law.

     (b)  Except as otherwise expressly set out herein, the covenants under this
          Article II shall survive indefinitely.
<PAGE>
                                      -19-


                                  ARTICLE III -
                                 INDEMNIFICATION

3.01 INDEMNIFICATION BY ALCAN

     Alcan shall indemnify, defend and hold harmless Novelis and each other
     member of the Novelis Group and each of their respective directors,
     officers and employees, and each of the heirs, executors, trustees,
     administrators, successors and assigns of any of the foregoing
     (collectively, the "NOVELIS INDEMNIFIED PARTIES"), from and against any and
     all Liabilities of the Novelis Indemnified Parties relating to, arising out
     of or resulting from a breach of a representation, warranty or covenant of
     Alcan or AC in this Agreement.

3.02 INDEMNIFICATION BY NOVELIS

     Novelis shall indemnify, defend and hold harmless Alcan and each other
     member of the Alcan Group and each of their respective directors, officers
     and employees, and each of the heirs, executors, trustees, administrators,
     successor and assigns of any of the foregoing (collectively, the "ALCAN
     INDEMNIFIED PARTIES"), from and against any and all Liabilities of the
     Alcan Indemnified Parties relating to, arising out of or resulting from a
     breach of a representation, warranty or covenant of Novelis, AAC or
     Arcustarget in this Agreement.

3.03 INDEMNIFICATION IN THE EVENT OF MUTUAL BREACH

     Notwithstanding Sections 3.01 and 3.02 of this Agreement, Alcan shall not
     be liable to indemnify any Novelis Indemnified Party under Section 3.01,
     and Novelis shall not be liable to indemnify any Alcan Indemnified Party
     under Section 3.02, from and against a Liability, if such Liability is
     caused by the combined and simultaneous action of both (i) one or more
     members of the Alcan Group and (ii) one or more members of the Novelis
     Group.

3.04 INDEMNIFICATION IN THE EVENT OF A TRIGGERING EVENT

     If (i) the Tax consequences to the transactions described in the Canadian
     Tax Ruling differ from those set out in the Canadian Tax Ruling or if the
     Tax consequences to the Separation differ from those set out in the
     recitals of this Agreement, (ii) Sections 3.01, 3.02 and 3.03 do not apply
     and (iii) such different Tax consequences result from a Triggering Event,
     then Novelis shall indemnify the Alcan Indemnified Parties from and against
     any Liability relating to, arising out of or resulting from such different
     Tax consequences under the Tax Act or any other similar or equivalent
     Canadian federal or provincial Tax legislation or the Code, even if such
     Triggering Event does not result from any action or omission of any member
     of the Novelis Group.
<PAGE>
                                      -20-


3.05 Indemnification in Other Circumstances

     If (i) the Tax consequences to the transactions described in the Canadian
     Tax Ruling differ from those set out in the Canadian Tax Ruling or if the
     Tax consequences to the Separation differ from those set out in the
     recitals of this Agreement and (ii) Sections 3.01, 3.02, 3.03 and 3.04 do
     not apply, then no indemnity shall be provided for under this Agreement
     except in the circumstances and to the extent provided for in Sections 4 to
     6 and 10.

3.06 EVENT OF LAST ACT

     For greater certainty:

     (a)  Alcan will be liable under Section 3.01 of this Article III and
          Novelis will not be liable under Section 3.02 of this Article III even
          though the action of the member of the Alcan Group that precipitated
          the Liability of Alcan was preceded by one or more actions of one or
          more members of the Novelis Group that, in and by themselves, would
          not have precipitated the Liability of Novelis;

     (b)  Novelis will be liable under Section 3.02 of this Article III and
          Alcan will not be liable under Section 3.01 of this Article III even
          though the action of the member of the Novelis Group that precipitated
          the Liability of Novelis was preceded by one or more actions of one or
          more members of the Alcan Group that, in and by themselves, would not
          have precipitated the Liability of Alcan;

     (c)  Novelis will be liable under Section 3.04 of this Article III and
          Alcan will not be liable under Section 3.01 of this Article III even
          though the last action that made a Triggering Event happen was
          preceded by one or more actions of one or more members of the Alcan
          Group that, in and by themselves, would not have precipitated the
          Liability of Alcan.

                                  ARTICLE IV -
                           GENERAL LIABILITY FOR TAXES

4.01 GENERAL LIABILITY

     (a)  Except as set forth in Sections 5.01 and 6.02, Novelis and the other
          members of the Novelis Group shall be liable for and shall indemnify
          and hold harmless any member of the Alcan Group against Taxes relating
          to any Pre-Separation Period, Post-Separation Period or Straddle
          Period of any Person that is a member of the Novelis Group on or
          following the Effective Time.

     (b)  Except as set forth in Sections 5.01 and 6.02, Alcan and the other
          members of the Alcan Group shall be liable for and shall indemnify and
          hold harmless any member of the Novelis Group against Taxes relating
          to any Pre-Separation
<PAGE>
                                      -21-


          Period, Post-Separation Period or Straddle Period of any Person that
          is a member of the Alcan Group on or following the Effective Time.

                                   ARTICLE V -
                  ALLOCATION OF LIABILITIES FOR TRANSFER TAXES

5.01 GENERAL ALLOCATION

     Each Person that acquires property of any kind or to whom shares are issued
     in the course of the Reorganization shall be liable for the Transfer Taxes
     payable in respect of such acquisition of property or share issuance.

                           ARTICLE VI - DISAFFILIATION

6.01 YEAR END

     To the extent permitted by Applicable Law or administrative practice, the
     taxable year or taxable period of any Former Member whose taxable year or
     taxable period does not end on or immediately before the Disaffiliation
     Date, shall close on or immediately before the Disaffiliation Date; such
     taxable year or taxable period shall be considered a Pre-Disaffiliation
     Period.

6.02 LIABILITIES RELATING TO PRE-DISAFFILIATION PERIODS FOR TAX CONSOLIDATED
     GROUPS

     (a)  Notwithstanding Section 4.01 and subject to Applicable Law:

          (i)  Novelis shall be liable for and shall indemnify and hold the
               Alcan Group harmless against (A) any Tax liability of any Former
               Member for any Pre-Disaffiliation Period, as determined in a
               manner consistent with past practice and in accordance with the
               Alcan Group's intragroup method of income tax allocation, or, in
               the absence thereof, any other permissible allocation methodology
               as determined by Alcan, and (B) any Tax liability resulting from
               a Final Determination with respect to an adjustment attributable
               to such Former Member for any Pre-Disaffiliation Period. Such
               Former Member shall be entitled to any refund of, or credit for,
               Taxes of such Former Member or amounts owed by such Former Member
               or for which such Former Member is responsible under this
               paragraph (i) of this Section 6.02(a). Any liability for Taxes
               under this paragraph (i) of this Section 6.02(a) shall be
               measured by the relevant Alcan Tax Consolidated Group's actual
               liability for Taxes after applying Tax benefits otherwise
               available to such Alcan Tax Consolidated Group other than Tax
               benefits that such Alcan Tax Consolidated Group in good faith
               determines would actually offset Tax liabilities of such Alcan
               Tax Consolidated Group in other taxable years or periods. Any
               right to refund under this paragraph (i) of this Section 6.02(a)
               shall be measured by the actual refund or credit of such Alcan
               Tax Consolidated Group attributable to the
<PAGE>
                                      -22-


               adjustment without regard to offsetting Tax attributes or
               liabilities of such Alcan Tax Consolidated Group; and

          (ii) Alcan shall be liable for and shall hold any Former Member
               harmless against any liability attributable to any member of an
               Alcan Tax Consolidated Group (other than Persons who are members
               of the Novelis Group on or following the Effective Time) for any
               Pre-Disaffiliation Period, including any liability for Taxes
               asserted against any member of an Alcan Tax Consolidated Group
               under provisions that impose several liability on members of an
               affiliated group of corporations that files returns on a
               consolidated, combined, unitary or similar basis in respect of
               Taxes of any member of such Alcan Tax Consolidated Group (other
               than Persons who are members of the Novelis Group on or following
               the Effective Time). Alcan shall be entitled to any refund of or
               credit for Taxes for any periods that are attributable to such
               Alcan Tax Consolidated Group or amounts owed by such Alcan Tax
               Consolidated Group or for which such Alcan Tax Consolidated Group
               is responsible under this paragraph (ii) of this Section 6.02(a).

     (b)  Alcan shall determine, and Novelis shall cause every Former Member to
          pay, the final amount owed, if any, under clause (A) of Section
          6.02(a)(i) for the Fiscal Year 2004 as follows:

          (i)  within sixty (60) days from the Disaffiliation Date, Novelis
               shall, and shall cause such Former Member to, provide Alcan with
               a complete information package for income tax purposes in the
               customary Alcan format for such Former Member's Fiscal Year 2004,
               setting forth the operating and nonoperating tax and financial
               results in sufficient detail to enable Alcan to compute such
               Former Member's Fiscal Year 2004 Tax liability;

          (ii) Alcan will calculate in accordance with the principles of this
               Agreement and consistent with past practice an estimate of such
               Former Member's Fiscal Year 2004 Tax liability and submit the
               calculation to such Former Member within thirty (30) days after
               the date on which the tax package described in paragraph (i) of
               this Section 6.02(b) is provided to Alcan;

          (iii) the Former Member shall have the right to object in writing to
               such calculation within thirty (30) days after the date on which
               the tax package described in paragraph (i) of this Section
               6.02(b) is provided to Alcan, on the grounds that there is
               substantial authority that such calculation is incorrect;
               provided that if the Former Member so objects:

               (1)  Alcan and the Former Member shall promptly submit the
                    dispute to an independent accounting or law firm acceptable
                    to both Alcan and the Former Member for prompt resolution,
                    whose decision shall be final and binding on Alcan and the
                    Former Member; and
<PAGE>
                                      -23-


               (2)  the party that such accounting or law firm determines has
                    lost the dispute shall pay all of the fees and expenses
                    incurred in connection with submitting such dispute;

          (iv) the Former Member shall pay to Alcan the amount determined
               according to paragraphs (ii) and (iii) of this Section 6.02(b) at
               least five (5) Business Days prior to the date on which such
               amount is payable to the competent Tax Authority; and

          (v)  a determination of the final amount owed, if any, under
               paragraphs (ii) and (iii) of this Section 6.02(b) by the Former
               Member to Alcan shall be made when the Alcan Tax Consolidated
               Group's Fiscal Year 2004 Tax Returns are filed and such final
               amount shall be paid within thirty (30) days from the date Alcan
               notifies the Former Member of any additional amounts due,
               together with interest thereon from the date on which such Tax
               Return is filed, and amounts owed by Alcan to the Former Member
               as a refund of an overpayment shall be refunded by Alcan within
               thirty (30) days, together with interest thereon from the date on
               which Alcan receives a refund of such amount.

     (c)  To the extent permitted under applicable Tax laws, Novelis shall, and
          shall cause each Former Member to, make the appropriate elections to
          waive any option to carryback any net operating loss, any credits or
          any similar item to Pre-Disaffiliation Periods in respect of any Tax
          Returns that are filed by or for an Alcan Tax Consolidated Group. To
          the extent such an election is not permitted under applicable Tax
          laws, any Former Member shall be entitled to carryback any net
          operating loss or other item from a Post-Disaffiliation Period to a
          Disaffiliation Straddle Period or Pre-Disaffiliation Period, except to
          the extent that Alcan determines in good faith that such action will
          cause an actual increase in the Taxes for which the Alcan Group is
          responsible or will cause an actual reduction in the amount of any
          refund of Taxes payable to the Alcan Group. Any refund of Taxes
          resulting from any such carryback by a Former Member shall be payable
          to such Former Member not later than twenty (20) days after the
          receipt or crediting of a refund, together with interest thereon from
          the date on which the refund (together with the interest thereon) is
          actually received or credited.

     (d)  Subject to paragraphs (a) to (c) of this Section 6.02, if, in the
          course of or as a result of the Separation, a Former Member ceases to
          be a part of an Alcan Tax Consolidated Group, the following rules
          shall apply:

          (i)  the disaffiliation or deconsolidation of such Person from the
               Alcan Tax Consolidated Group shall be treated according to
               Applicable Law;

          (ii) if, under Applicable Law, there is more than one method of
               implementing or treating such disaffiliation or deconsolidation
               or if elections can or are required to be made in connection with
               such disaffiliation or deconsolidation, Alcan shall, in its sole
               discretion, choose the proper
<PAGE>
                                      -24-


               method or treatment and make the relevant election or decide how
               any such election should be made, in which case, Novelis and the
               other members of the Novelis Group shall be bound by Alcan's
               choice, decision and elections. Novelis shall, and shall cause
               all other members of the Novelis Group to, file all Tax Returns
               consistent with Alcan's choice and elections and, where required,
               join in the making of the relevant elections and otherwise
               cooperate with Alcan; and

          (iii) if Applicable Law is silent about such disaffiliation or
               deconsolidation, Alcan shall decide, in its sole discretion, how
               such disaffiliation or deconsolidation should be implemented or
               treated, and Novelis and the other members of the Novelis Group
               shall be bound by any decision made by Alcan in this respect and
               shall be required to take whatever action is required to give
               effect to such decision. Novelis shall, and shall cause all other
               members of the Novelis Group to, file all Tax Returns consistent
               with Alcan's choice and elections and, where required, join in
               the making of the relevant elections and otherwise cooperate with
               Alcan.

6.03 EXCEPTION

     Sections 6.01 and 6.02 shall not apply to a Former Member that ceases to be
     part of an Alcan Tax Consolidated Group in the course of or as a result of
     the Separation if such Former Member and every other member of such Alcan
     Tax Consolidated Group are members of the Novelis Group on or following the
     Effective Time. For greater certainty, if a group of Persons forms a
     sub-group within a larger Alcan Tax Consolidated Group, the exception set
     forth in the preceding sentence shall apply only if all members of the
     larger group are members of the Novelis Group on or following the Effective
     Time.

                                  ARTICLE VII -
                            CONTROL OF TAX CHALLENGES

7.01 CONTROL OF CHALLENGE OF TAX CLAIMS

     (a)  If a member of the Alcan Group or a member of the Novelis Group (the
          "INDEMNIFIED PARTY") receives a Claim that could give rise to an
          indemnification under this Agreement, the Indemnified Party, if a
          member of the Alcan Group, shall promptly notify Novelis, and if a
          member of the Novelis Group shall promptly notify Alcan, (in each case
          the recipient of the notification being the "INDEMNITOR").

     (b)  The Indemnified Party agrees to contest any Claim and not to settle
          any Claim without the prior written consent of the Indemnitor,
          provided that within thirty (30) days after notice of a Claim by the
          Indemnified Party to the Indemnitor:

          (i)  the Indemnitor requests in writing that such Claim be contested
               by the Indemnified Party;
<PAGE>
                                      -25-


          (ii) the Indemnitor shall have provided an opinion of an independent
               tax counsel, selected by the Indemnitor and reasonably acceptable
               to the Indemnified Party, to the effect that it is more likely
               than not that a Final Determination will be substantially
               consistent with the Indemnitor's position relating to such Claim;
               and

          (iii) the Indemnitor agrees in writing to pay on demand and pays all
               out-of-pocket costs, losses and expenses (including, but not
               limited to, legal and accounting fees) paid or incurred by the
               Indemnified Party in connection with contesting such Claim.

     (c)  Where a Claim is being contested, and regardless of whether the
          Indemnified Party is a member of the Alcan Group or of the Novelis
          Group, Alcan shall determine, in its sole discretion, the nature of
          all actions to be taken to contest such Claim, including:

          (i)  whether any action to contest such Claim shall initially be by
               way of judicial or administrative proceeding, or both;

          (ii) whether any such Claim shall be contested by resisting payment
               thereof or by paying the same and seeking a refund thereof; and

          (iii) the court or other judicial body before which judicial action,
               if any, shall be commenced.

     (d)  The Indemnitor shall be entitled to participate in contesting any such
          Claim at its own expense. To the extent the Indemnitor is not
          participating, the Indemnified Party shall keep the Indemnitor and,
          upon written request by the Indemnitor, its counsel, informed as to
          the progress of the contest.

     (e)  If the Indemnitor requests that the Indemnified Party accept a
          settlement of a Claim offered by a Taxing Authority and if such Claim
          may, in the reasonable discretion of the Indemnified Party, be settled
          without prejudicing any claims a Taxing Authority may have with
          respect to matters other than the transactions contemplated by the
          Separation Agreement, the Indemnified Party shall either:

          (i)  accept such settlement offer; or

          (ii) agree with the Indemnitor that the Indemnitor's liability with
               respect to such Claim shall be limited to the lesser of (A) an
               amount calculated on the basis of such settlement offer plus
               interest owed to the Taxing Authority on the date of eventual
               payment, or (B) the amount calculated on the basis of a Final
               Determination.

     (f)  Except as provided below in this paragraph (f), the Indemnified Party
          shall not settle a Claim that the Indemnitor is entitled to require
          the Indemnified Party to contest under paragraph (b) of this Section
          7.01, without the prior written consent of the Indemnitor. At any
          time, whether before or after commencing to take any
<PAGE>
                                      -26-


          action pursuant to this Section 7.01 with respect to any Claim, the
          Indemnified Party may decline to take action with respect to such
          Claim and may settle such Claim without the prior written consent of
          the Indemnitor by notifying the Indemnitor in writing that the
          Indemnitor is released from its obligations to indemnify the
          Indemnified Party with respect to such Claim (which notification shall
          release the Indemnitor from such obligations except to the extent the
          Indemnitor has previously agreed in writing that it would be willing
          to have its liability calculated on the basis of a settlement offer in
          accordance with paragraph (e) of this Section 7.01 with respect to any
          Claim related to such Claim or based on the outcome of such Claim. If
          the Indemnified Party settles any Claim or otherwise takes or fails to
          take any action pursuant to this paragraph (f), the Indemnified Party
          shall pay to the Indemnitor any amounts paid or advanced by the
          Indemnitor with respect to such Claim (other than amounts payable by
          the Indemnitor in connection with a settlement offer pursuant to
          paragraph (e) of this Section 7.01)), plus interest attributable to
          such amounts.

                                 ARTICLE VIII -
                COOPERATION, RECORD RETENTION AND CONFIDENTIALITY

8.01 COOPERATION AND RECORD RETENTION

     (a)  Alcan shall and shall cause each other member of the Alcan Group to,
          and Novelis shall and shall cause each other member of the Novelis
          Group to, cooperate with any member of the other Group in the conduct
          of any audit or the proceedings in respect of a Pre-Separation Period
          or Straddle Period. Alcan shall and shall cause each other member of
          the Alcan Group to, and Novelis shall and shall cause each other
          member of the Novelis Group to, execute and deliver such powers of
          attorney and make available such other documents as are reasonably
          necessary to carry out the intent of this Agreement. Alcan shall and
          shall cause each other member of the Alcan Group to notify Novelis in
          writing, and Novelis shall and shall cause each other member of the
          Novelis Group to notify Alcan in writing, of any audit adjustments
          which do not result in Tax liability but can be reasonably expected to
          affect Tax Returns of a member of the other Group for any Period.

     (b)  Alcan shall and shall cause each other member of the Alcan Group to,
          and Novelis shall and shall cause each other member of the Novelis
          Group to, in accordance with their respective current record retention
          policies and all Applicable Laws, retain records, documents,
          accounting data and other information (including computer data)
          necessary for the preparation, filing, review or audit of any Tax
          Returns in respect of any Pre-Separation Period or Straddle Period.

     (c)  Alcan shall and shall cause each other member of the Alcan Group to,
          and Novelis shall and shall cause each other member of the Novelis
          Group to, provide to any member of the other Group reasonable access
          to such records, documents,
<PAGE>
                                      -27-


          data and information and to personnel and premises and ensure the
          cooperation of such personnel for the purpose of the review or audit
          of any Tax Returns in respect of any Pre-Separation Period or Straddle
          Period.

     (d)  Novelis shall, and shall cause each other member of the Novelis Group
          to, provide to Alcan access to such records, documents, data,
          information, personnel and premises of Novelis and of the other
          relevant members of the Novelis Group as may be required by Alcan to
          comply with the Canadian tax regime applicable to Canadian foreign
          affiliates or to transfer pricing. Without limiting the generality of
          the foregoing, Novelis shall cause each other member of the Novelis
          Group that was a foreign affiliate (as defined in the Tax Act) of
          Alcan before the Separation, upon request by Alcan, to:

          (i)  respond in full to the annual questionnaire of the CRA concerning
               foreign affiliates (generally known as the "Foreign Affiliate
               Reporting Package") within three (3) months of the receipt of
               such questionnaire;

          (ii) provide Alcan with complete financial statements;

          (iii) respond to questions concerning Form T-106 within one (1) month
               of receipt; and

          (iv) respond promptly to other relevant questions for the purposes of
               the foreign affiliate regime or the transfer-pricing regime in
               all cases for any Pre-Separation Period or Straddle Period.

8.02 Confidentiality

     (a)  Alcan shall and shall cause each other member of the Alcan Group to
          (i) treat in a confidential manner all information and data relating
          to Novelis and every other member of the Novelis Group that it may
          receive or have access to pursuant to the provisions of this Agreement
          and (ii) not disclose any such information to any third party except
          (A) to the extent required by Applicable Law or by an order from a
          competent tribunal, (B) to the extent required to interpret, give
          effect to or enforce this Agreement, (C) to tax, audit or legal
          professionals on a need-to-know basis, or (D) with the prior written
          consent of Novelis.

     (b)  Novelis shall and shall cause each other member of the Novelis Group
          to (i) treat in a confidential manner all information and data
          relating to Alcan and every other member of the Alcan Group that it
          may receive or have access to pursuant to the provisions of this
          Agreement and (ii) not disclose any such information to any third
          party except (A) to the extent required by Applicable Law or by an
          order from a competent tribunal, (B) to the extent required to
          interpret, give effect to or enforce this Agreement, (C) to tax, audit
          or legal professionals on a need-to-know basis, or (D) with the prior
          written consent of Alcan.
<PAGE>
                                      -28-


                                  ARTICLE IX -
                                   TAX RETURNS

9.01 TAX RETURNS

     (a)  Alcan shall prepare or cause to be prepared all Tax Returns with
          respect to members of the Novelis Group, including those Tax Returns
          that are filed on a consolidated, combined, unitary or similar basis,
          that are required to be filed in respect of any Pre-Separation Period
          or Straddle Period and Novelis shall file or shall cause such Tax
          Returns to be filed by the member customarily responsible for the
          filing of such Tax Returns within the period prescribed therefor.

     (b)  In respect of any Period other than a Pre-Separation Period or a
          Straddle Period:

          (i)  Alcan shall, and shall cause each other responsible member of the
               Alcan Group to, file or cause to be filed all Tax Returns with
               respect to members of the Alcan Group; and

          (ii) Novelis shall, and shall cause each other responsible member of
               the Novelis Group to, file or cause to be filed all Tax Returns
               with respect to members of the Novelis Group.

     (c)  No member of the Novelis Group shall amend any of its Tax Returns for
          any Pre-Separation Period or Straddle Period without the prior written
          consent of Alcan, such consent not to be unreasonably withheld or
          delayed. For the purpose of the preceding sentence, it shall not be
          unreasonable for Alcan to withhold its consent where such amendment
          would negatively impact Alcan or any other member of the Alcan Group
          as determined by Alcan in its sole discretion.

     (d)  For the purposes of paragraph (a) of this Section 9.01, Alcan shall be
          entitled:

          (i)  to conclusively rely on any information or data supplied to it by
               any member of the Novelis Group or by the auditors, advisors or
               representatives of any member of the Novelis Group; and

          (ii) subject to paragraph (b) of Section 6.02, make all determinations
               or decisions that are of an elective or discretionary nature.

                                   ARTICLE X -
                             TRANSFER PRICING ISSUES

10.01 TRANSFER PRICING ISSUES

     (a)  If any Taxing Authority proposes to increase the income of a member of
          the Alcan Group or of the Novelis Group (the "FIRST GROUP") as a
          result of the supply of property or services by such member of the
          First Group to a member of
<PAGE>
                                      -29-


          the other group (the "SECOND GROUP") or by a member of the Second
          Group to such member of the First Group on the basis of any
          affiliation or other relationship between such persons. Alcan shall
          cause the relevant member of the Alcan Group, and Novelis shall cause
          the relevant member of the Novelis Group, to comply with the
          principles set forth in paragraphs (b) to (g) of this Section 10.01.

     (b)  The relevant member of the First Group shall promptly notify the
          relevant member of the Second Group as well as (i) Alcan if the
          relevant member of the Second Group is a member of the Alcan Group or
          (ii) Novelis if the relevant member of the Second Group is a member of
          the Novelis Group.

     (c)  The relevant member of the First Group shall have the right to
          challenge such proposed adjustment, in which the case the relevant
          member of the Second Group shall cooperate with the relevant member of
          the First Group including, if so requested by the relevant member of
          the First Group, to (i) seek a determination in respect of such
          proposed adjustment from the Taxing Authority in any jurisdiction in
          which the relevant member of the Second Group is resident or carries
          on business, or (ii) challenge such proposed adjustment in any such
          jurisdiction. The relevant member of the First Group shall reimburse
          the relevant member of the Second Group for all its reasonable
          out-of-pocket expenses incurred for this purpose.

     (d)  Once a Final Determination has been made by the relevant Taxing
          Authority with respect to the proposed adjustment, or if the relevant
          member of the First Group decides not to challenge the proposed
          adjustment, then the relevant member of the Second Group shall pay to
          the relevant member of the First Group an amount equal to Tax savings
          (including interest) or other relief that the relevant member of the
          Second Group (or any other member of the Second Group, as allowed
          under Applicable Law) will or may achieve or obtain as a result of
          such adjustment. If the Tax savings or other relief are in the form of
          a reduction of cash Taxes for the same Period or a preceding Period,
          the amount payable by the relevant member of the Second Group shall be
          equal to the amount of such Tax savings. In any other case, the amount
          of the payment shall be equal to the net present value of such Tax
          savings or other relief using an annual discount rate of 8%. Any such
          payment shall be treated as a payment for the supply of property or
          services by the relevant member of the First Group to the relevant
          member of the Second Group which gave rise to the relevant adjustment.
          In the event that the relevant member of the First Group disagrees
          with the amount of the Tax savings achieved by the relevant member of
          the Second Group in any jurisdiction as determined by the Taxing
          Authority in such jurisdiction, paragraph (c) of this Section 10.01
          shall apply mutatis mutandis.

     (e)  No member of the Novelis Group shall request or initiate any
          adjustment described above without the prior written consent of Alcan.
<PAGE>
                                      -30-


     (f)  The principles set out in this Article X shall apply to (i)
          transactions that have already given rise to an adjustment or proposed
          adjustment by a Taxing Authority, (ii) transactions completed before
          the Effective Time that, as of the Effective Time, have not given rise
          to an adjustment or proposed adjustment and (iii) transactions
          completed on or after the Effective Time.

     (g)  For the purposes of this Article X, if a Person who would otherwise be
          a member of the Alcan Group prior to the Effective Time is a member of
          the Novelis Group on or following the Effective Time, such Person
          shall be deemed, with respect to the period prior to the Effective
          Time, (i) to be a member of the Novelis Group and (ii) not to be a
          member of the Alcan Group.

                                  ARTICLE XI -
                               DISPUTE RESOLUTION

11.01 DISPUTE RESOLUTION AGREEMENT TO APPLY

     Save as provided for in paragraph (iii) of Section 6.02(b), the Dispute
     Resolution Agreement among the Parties and other parties thereto shall
     govern all disputes, controversies or claims (whether arising in contract,
     delict, tort or otherwise) among the Parties that may arise out of, or
     relate to, or arise under or in connection with, this Agreement or the
     transactions contemplated hereby (including all actions taken in
     furtherance of the transactions contemplated hereby), or the commercial or
     economic relationship of the Parties relating hereto or thereto.

                                  ARTICLE XII -
                                  MISCELLANEOUS

12.01 EFFECT ON OTHER TAX SHARING AGREEMENTS

     Except where Section 6.03 applies (i.e., where every member of an Alcan Tax
     Consolidated Group becomes a member of the Novelis Group on or following
     the Effective Time), any and all prior tax sharing agreements or practices
     between any member of the Alcan Group and any Former Member shall be
     terminated and superseded by this Agreement on the relevant Disaffiliation
     Date for the parties to such tax sharing agreement or practice.

12.02 COUNTERPARTS

     This 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 Parties.
<PAGE>
                                      -31-


12.03 ENTIRE AGREEMENT

     This Agreement and the Separation Agreement, the schedules and exhibits
     hereto and thereto and the specific agreements contemplated herein or
     thereby contain the entire agreement between the Parties with respect to
     the subject matter hereof and supersede all previous agreements, oral or
     written, negotiations, discussions, writings, understandings, commitments
     and conversations with respect to such subject matter. No agreements or
     understandings exist between the Parties other than those set forth or
     referred to herein or therein.

12.04 INCONSISTENCIES WITH SEPARATION AGREEMENT

     Where any inconsistency between a provision of this Agreement and a
     provision of the Separation Agreement arises as regards to taxation
     matters, the provisions of this Agreement shall prevail.

12.05 AFTER-TAX LIABILITY

     The amount of any Liability for which indemnification is provided under
     this Agreement or under the Separation Agreement and which is payable to an
     Indemnified Party by the Indemnitor pursuant to this Agreement or by the
     Indemnifying Party (as said term is defined in the Separation Agreement)
     pursuant to the Separation Agreement, shall be adjusted to take into
     account any tax benefit realized by the Indemnified Party or any of its
     Affiliates by reason of the Liability for which indemnification is so
     provided or the circumstances giving rise to such Liability. For purposes
     of this Section, any tax benefit shall be taken into account at such time
     as it is received by the Indemnified Party or its Affiliate. Conversely, if
     any such indemnity payment received by an Indemnified Party pursuant to
     this Agreement or pursuant to the Separation Agreement would constitute
     income for tax purposes to such Indemnified Party, the Indemnitor or the
     Indemnifying Party, as applicable, shall pay to the Indemnified Party such
     additional amount as is necessary to place the Indemnified Party in the
     same after tax position as it would have been in had the Liability out of
     which such indemnity payment arose not occurred.

12.06 GOVERNING LAW

     (a)  Subject to paragraph (b) of this Section 12.06, this Agreement shall
          be governed by, construed and interpreted in accordance with the laws
          applicable in the Province of Quebec, irrespective of conflict of laws
          principles under Quebec law, as to all matters, including matters of
          validity, construction, effect, enforceability, performance and
          remedies.

     (b)  The interpretation or application of this Agreement to matters
          pertaining to Taxes that are assessed or payable in jurisdictions
          other than Canada shall be governed by the laws of that other
          jurisdiction irrespective of conflict of laws principles under the
          laws of such jurisdiction, as to all matters, including matters of
          validity, construction, effect, enforceability, performance and
          remedies, and where such other jurisdiction is the United States, the
          laws of the State of New York shall apply.
<PAGE>
                                      -32-


12.07 DISCLAIMER REGARDING TAX ATTRIBUTES

     Except as specifically provided in this Agreement, no representation or
     warranty is being made by Alcan or any other member of the Alcan Group in
     this Agreement regarding the tax attributes of the properties or entities
     that are to be transferred, directly or indirectly, to Arcustarget or
     Novelis as part of the Reorganization or the Arrangement.

12.08 TAX SERVICES - CONFLICTS

     For a period of two (2) years following the Effective Date, Novelis shall
     not, and shall cause each other member of the Novelis Group not to, use the
     services in the area of taxation of any accounting or law firm that
     rendered professional services in the area of taxation to Alcan or to any
     other member of the Alcan Group in connection with the Separation, except
     with the prior written consent of Alcan.

12.09 TAX LIABILITY

     For the purposes of Articles IV, V, VI and X of this Agreement, when, under
     Applicable Law, the primary liability for a Tax rests with one Person but
     another Person is also liable to pay such Tax or any portion thereof (or an
     amount equal to such Tax or any portion thereof) due to the relationship
     between such Persons or as a result of a payment or other transaction
     between such Persons, such Tax shall be considered as a Tax of the first
     Person and not as a Tax of the second Person.

12.10 NOTICES

     All 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 day 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 Alcan, to:

                      Alcan Inc.
                      1188 Sherbrooke Street West
                      Montreal, Quebec H3A 3G2
                      Fax: 514-848-8436
                      Attention: Chief Legal Officer
<PAGE>
                                      -33-


     With a copy to:

                      Alcan Inc.
                      1188 Sherbrooke Street West
                      Montreal, Quebec H3A 3G2
                      Fax: 514-848-8115
                      Attention: Chief Tax Officer

     If to Novelis or Arcustarget, to:

                      Novelis Inc.
                      Suite 3800
                      Royal Bank Plaza, South Tower
                      P.O. Box 24
                      200 Bay Street
                      Toronto, Ontario M5J 2Z4
                      Fax: 416-216-3930
                      Attention: Chief Executive Officer

     If to AC, to:

                      Alcan Corporation
                      6060 Parkland Boulevard
                      Cleveland, Ohio 44124
                      U.S.A.
                      Fax: 440-423-6663
                      Attention: Chief Executive Officer

     If to AAC, to:

                      Novelis Corporation
                      6060 Parkland Boulevard
                      Cleveland, Ohio 44124
                      U.S.A.
                      Fax: 440-423-6663
                      Attention: Chief Executive Officer

     Any Party may, by notice to the other Parties, change the address or
     facsimile number to which such notices are to be given.

12.11 INTEREST

     Where in this Agreement an amount of interest is stipulated to be payable,
     such interest shall be computed at an annual rate of 7% unless otherwise
     specified, calculated on the basis of a year of 365 or 366 days, as
     applicable, for the actual number of days elapsed, accrued from and
     excluding the date on which the principal amount with respect to which such
     interest is payable is due and payable, up to and including the date of
     payment.
<PAGE>
                                      -34-


12.12 ASSIGNABILITY

     This Agreement shall be binding upon and inure to the benefit of the
     Parties hereto and thereto, respectively, and their respective successors
     and assigns; provided, however, that no Party hereto may assign its
     respective rights or delegate its respective obligations under this
     Agreement without the express prior written consent of the other Party, not
     to be unreasonably withheld or delayed.

12.13 SEVERABILITY

     If 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.

12.14 WAIVERS OF DEFAULT

     Waiver by any Party of any default by another Party of any provision of
     this Agreement shall not be deemed a waiver by the waiving Party of any
     subsequent or other default, nor shall it prejudice the rights of the other
     Party.

12.15 DEADLINES

     Where in this Agreement a Person is required to send a notice, make a
     decision or take any other action within a certain period of time or before
     a certain date or deadline, Alcan and Novelis may, by mutual agreement to
     be evidenced in writing, decide to extend or shorten such period of time or
     forestall or postpone such date or deadline.

12.16 AMENDMENTS

     No 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.

12.17 FURTHER ASSURANCES

     Each of the Parties will promptly do, make, execute or deliver, or cause to
     be done, made, executed or delivered, all further acts, documents and
     things as the other Parties to this Agreement may reasonably require from
     time to time for the purpose of giving effect to this Agreement and will
     use reasonable efforts and take any steps as may be reasonably within its
     power to implement to their full extent the provisions of this Agreement.
<PAGE>
                                      -35-


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
<PAGE>
                                      -36-


IN WITNESS WHEREOF, the Parties have caused this Tax Sharing and Disaffiliation
Agreement to be executed by their duly authorized representatives.

                                        ALCAN INC.


                                        By: /s/ David McAusland
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        NOVELIS INC.


                                        By: /s/ Brian W. Sturgell
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        ARCUSTARGET INC.


                                        By: /s/ Brian W. Sturgell
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        ALCAN CORPORATION


                                        By: /s/ David McAusland
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------
<PAGE>
                                      -37-


                                        NOVELIS CORPORATION


                                        By: /s/ Brian W. Sturgell
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------