<PAGE>

                                                       -------------------------

                                                             EXECUTION COPY

                                                       -------------------------



                                                                    Exhibit 10.1









                              SEPARATION AGREEMENT



                                     between



                                   ALCAN INC.

                                       and

                                  NOVELIS INC.























<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<S>         <C>                                                                                                  <C>
ARTICLE I - INTERPRETATION                                                                                        2

1.01        Definitions...........................................................................................2
1.02        Schedules.............................................................................................2
1.03        Exhibits..............................................................................................3
1.04        Currency..............................................................................................3

ARTICLE II - THE SEPARATION                                                                                       4

2.01        Separation............................................................................................4
2.02        Implementation........................................................................................4
2.03        Transfer of Separated Assets; Assumption of Assumed Liabilities.......................................4
2.04        Separated Assets......................................................................................5
2.05        Deferred Separated Assets.............................................................................6
2.06        Excluded Assets.......................................................................................6
2.07        Liabilities...........................................................................................6
2.08        Disclaimer of Representations and Warranties..........................................................7
</TABLE>


<PAGE>

                                      -ii-


<TABLE>
<S>         <C>                                                                                                  <C>
2.09        Third-Party Consents and Government Approvals.........................................................8

ARTICLE III - THE REORGANIZATION                                                                                  8

3.01        Reorganization........................................................................................8
3.02        Reorganization Transactions...........................................................................8
3.03        Effects of the Reorganization Transactions............................................................9
3.04        Arcustarget Consideration.............................................................................9
3.05        Termination of Agreements.............................................................................9
3.06        Ancillary Agreements.................................................................................10
3.07        Resignations.........................................................................................11
3.08        Sole Discretion of Alcan.............................................................................11
3.09        Cooperation..........................................................................................11
3.10        Intercompany accounts between Alcan Group and Novelis Group..........................................11

ARTICLE IV - THE ARRANGEMENT                                                                                     12

4.01        Plan of Arrangement..................................................................................12
4.02        Actions Prior to the Effective Date..................................................................12
4.03        Sole Discretion of Alcan.............................................................................12
4.04        Cooperation..........................................................................................12

ARTICLE V - DEFERRED SEPARATION TRANSACTIONS                                                                     13

5.01        Deferred Transfer Assets.............................................................................13
5.02        Unreleased Liabilities...............................................................................14
5.03        Consideration........................................................................................15

ARTICLE VI - REPRESENTATIONS AND WARRANTIES                                                                      15

6.01        Mutual Representations and Warranties................................................................15
6.02        Representations and Warranties of Alcan..............................................................16
6.03        Representations and Warranties of Novelis............................................................17

ARTICLE VII - COVENANTS                                                                                          17

7.01        General Covenants....................................................................................17
7.02        Covenants of Novelis.................................................................................18

ARTICLE VIII - CONDITIONS                                                                                        19

8.01        Actions Prior to the Completion of the Arrangement...................................................19

ARTICLE IX - MUTUAL RELEASES; INDEMNIFICATION                                                                    21

9.01        Release of Pre-Separation Claims.....................................................................21
9.02        Indemnification by Novelis...........................................................................23
9.03        Indemnification by Alcan.............................................................................24
</TABLE>


<PAGE>

                                     -iii-

<TABLE>
<S>         <C>                                                                                                  <C>
9.04        Method of Asserting Claims Etc.......................................................................24
9.05        Adjustments to Liabilities...........................................................................26
9.06        Payments.............................................................................................26
9.07        Contribution.........................................................................................27
9.08        Litigation...........................................................................................27
9.09        Remedies Cumulative..................................................................................28
9.10        Survival of Indemnities..............................................................................28

ARTICLE X - INSURANCE                                                                                            28

10.01       Insurance Matters....................................................................................28

ARTICLE XI - EXCHANGE OF INFORMATION; CONFIDENTIALITY                                                            30

11.01       Agreement for Exchange of Information; Archives......................................................30
11.02       Ownership of Information.............................................................................31
11.03       Compensation for Providing Information...............................................................31
11.04       Record Retention.....................................................................................31
11.05       Other Agreements Providing for Exchange of Information...............................................32
11.06       Production of Witnesses; Records; Cooperation........................................................32
11.07       Confidentiality......................................................................................33
11.08       Protective Arrangements..............................................................................34
11.09       Disclosure of Third Party Information................................................................35

ARTICLE XII - DISPUTE RESOLUTION                                                                                 35

12.01       Disputes.............................................................................................35
12.02       Negotiation..........................................................................................35
12.03       Mediation............................................................................................35
12.04       Arbitration..........................................................................................37

ARTICLE XIII - FURTHER ASSURANCES                                                                                38

13.01       Further Assurances...................................................................................38

ARTICLE XIV - CERTAIN OTHER MATTERS                                                                              39

14.01       Auditors and Audits; Annual and Quarterly Financial Statements and Accounting........................39
14.02       Non-Solicitation of Employees........................................................................41
14.03       Non-Competition......................................................................................42
14.04       Change of Control with respect to Novelis............................................................44

ARTICLE XV - TERMINATION                                                                                         48

15.01       Termination..........................................................................................48
</TABLE>


<PAGE>

                                      -iv-

<TABLE>
<S>         <C>                                                                                                  <C>
ARTICLE XVI - MISCELLANEOUS                                                                                      48

16.01       Limitation of Liability..............................................................................48
16.02       Counterparts.........................................................................................49
16.03       Entire Agreement.....................................................................................49
16.04       Construction.........................................................................................49
16.05       Signatures...........................................................................................50
16.06       Assignability........................................................................................50
16.07       Third Party Beneficiaries............................................................................50
16.08       Payment Terms........................................................................................51
16.09       Governing Law........................................................................................51
16.10       Notices..............................................................................................51
16.11       Severability.........................................................................................52
16.12       Publicity............................................................................................52
16.13       Survival of Covenants................................................................................52
16.14       Waivers of Default...................................................................................53
16.15       Amendments...........................................................................................53
16.16       Controlling Documents................................................................................53
16.17       Language.............................................................................................53

LIST OF SCHEDULES                                                                                                55

SCHEDULE 1.01 - DEFINITIONS                                                                                      57

LIST OF EXHIBITS                                                                                                 72
</TABLE>


<PAGE>


SEPARATION AGREEMENT (the "AGREEMENT") entered into in the City of Montreal,
Province of Quebec, dated as of December 31, 2004.

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").

RECITALS:

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

WHEREAS Alcan has created Arcustarget Inc. (as defined below) in order to hold
the Separated Businesses (as defined below) after giving effect to the
Reorganization (as defined below);


<PAGE>
                                                                               2


WHEREAS it is proposed that, pursuant to a Plan of Arrangement (as defined
below) and after giving effect to the Reorganization, inter alia, (i)
Arcustarget would become a wholly-owned subsidiary of Novelis, (ii) the holders
of outstanding Alcan Common Shares (as defined below) would, as of the Effective
Date (as defined below), exchange their Alcan Common Shares for an equivalent
number of Alcan Class A Common Shares and Alcan Special Shares (as defined
below), (iii) the holders of outstanding Alcan Special Shares would, as of the
Effective Date, exchange their Alcan Special Shares for a specified number of
Novelis Common Shares (as defined below), and (iv) Arcustarget and Novelis would
amalgamate;

WHEREAS the Parties (as defined below) wish to set forth in this Agreement the
terms on which, and the conditions subject to which, they wish to implement the
measures described above;

WHEREAS Alcan and Novelis (1) intend that the Reorganization will (i) qualify
for Canadian income tax purposes as a reorganization governed by paragraph
55(3)(b) of the Tax Act (as defined below) and as exchanges of shares by Alcan
Common Shareholders (as defined below) pursuant to sections 85.1 and 86 of the
Tax Act, such that no gain will be realized by Alcan, Novelis or Alcan Common
Shareholders and (ii) qualify for United States federal income tax purposes as a
reorganization within the meaning of Section 368(a)(1) of the Internal Revenue
Code (as defined below), pursuant to which no gain or loss will be recognized
for United States federal income tax purposes by Alcan, Novelis, Alcan
Corporation, Alcan Aluminum Corporation or to the shareholders of Alcan under
Section 355 of the Internal Revenue Code and the related provisions thereunder
and (2) will treat and hereby adopt the Agreement as a plan of reorganization
within the meaning of Section 368 of the Internal Revenue Code;

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, unless a clearly inconsistent
         meaning is required under the context, shall have the meanings ascribed
         to them in SCHEDULE 1.01 - DEFINITIONS.

1.02     SCHEDULES

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

<TABLE>
     <S>                                   <C>
         Schedule 1.01 -                    Definitions
         Schedule 1.01 - "PA"               Plan of Arrangement
         Schedule 1.01 - "SB"               Separated Businesses
         Schedule 1.01 - "NBS"              Novelis Balance Sheet
         Schedule 1.01 - "SE"               Separated Entities
         Schedule 2.04(a)                   Separated Assets
</TABLE>


<PAGE>
                                                                               3


<TABLE>
     <S>                                   <C>
         Schedule 2.06(a)                   Excluded Assets
         Schedule 2.07(a)                   Assumed Liabilities
         Schedule 2.07(b)                   Liabilities of Separated Entities
         Schedule 2.07(c)                   Retained Liabilities
         Schedule 2.07(g)                   Reorganization Documents
         Schedule 3.01                      Reorganization Transactions
         Schedule 3.05(b)                   Agreements Not Terminated
         Schedule 3.06(q)                   Ancillary Agreements
         Schedule 3.10                      Intercompany Accounts
         Schedule 4.02                      Actions to be taken prior to Effective Time
         Schedule 9.08(a)                   Litigation Transferred to Novelis
         Schedule 9.08(b)                   Litigation to be Defended by Alcan at Novelis's Expense
</TABLE>

1.03     EXHIBITS

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

<TABLE>
     <S>                   <C>
         Exhibit A         Alumina Supply Agreement
         Exhibit B         By-laws of Novelis
         Exhibit C         Certificate of Incorporation of Novelis
         Exhibit D         Employee Matters Agreement
         Exhibit E         Energy Agreement
         Exhibit F         FoilStock Supply Agreement
         Exhibit G         Foil Supply Agreements
         Exhibit H         Foil Supply and Distribution Agreement
         Exhibit I         Intellectual Property Agreements
         Exhibit J         Joint Procurement of Goods and Services Protocol
         Exhibit K         Metal Supply Agreements
         Exhibit L         Neuhausen Agreements
         Exhibit M         Ohle Agreement
         Exhibit N         Sierre Agreements
         Exhibit O         Tax Sharing and Disaffiliation Agreement
         Exhibit P         Technical Services Agreements
         Exhibit Q         Transitional Services Agreement
         Exhibit R         Non Compete Undertaking
</TABLE>

1.04     CURRENCY

         All references to currency herein are to lawful money of the United
         States unless otherwise specified.


<PAGE>
                                                                               4


                                  ARTICLE II -
                                 THE SEPARATION

2.01     SEPARATION

         Alcan and Novelis agree to implement the Separation for the purpose of
         causing the Separated Businesses to be transferred to Novelis Group and
         the Remaining Alcan Businesses to be held by Alcan or any other member
         of Alcan Group as of the Effective Time, on the terms and subject to
         the conditions set forth in this Agreement. The Parties acknowledge
         that the Separation is intended to result in Novelis, directly or
         indirectly, operating the Separated Businesses, owning the Separated
         Assets and assuming the Assumed Liabilities as set forth in this
         Article II.

2.02     IMPLEMENTATION

         The Separation shall be completed in accordance with the agreed general
         principles, objectives and other provisions set forth in this Article
         II and shall be implemented in the following manner:

         (a)      through the completion of the Reorganization, as described in
                  Article III;

         (b)      through the completion of the Arrangement, as described in
                  Article IV;

         (c)      through the completion from time to time following the
                  Effective Time of the Deferred Transactions, as described in
                  Section 13.01(a);

         (d)      through the allocation from time to time following the
                  Effective Time of the Deferred Transfer Assets as described in
                  Section 5.01; and

         (e)      through the performance by the Parties of all other provisions
                  of this Agreement.

2.03     TRANSFER OF SEPARATED ASSETS; ASSUMPTION OF ASSUMED LIABILITIES

         On the terms and subject to the conditions set forth in this Agreement,
         and in furtherance of the Separation, with effect as of the Effective
         Time:

         (a)      Alcan agrees to cause the Separated Assets to be contributed,
                  assigned, transferred, conveyed and delivered, directly or
                  indirectly, to Novelis and Novelis agrees to accept from Alcan
                  all of the Separated Assets and all of Alcan's rights, title
                  and interest in and to all Separated Assets owned, directly or
                  indirectly, by Alcan which, except with respect to the
                  Deferred Separated Assets and Unreleased Liabilities, will
                  result in Novelis owning, directly or indirectly, the
                  Separated Businesses;

         (b)      Novelis agrees to accept, assume and faithfully perform,
                  discharge and fulfill all of the Assumed Liabilities in
                  accordance with their respective terms; and

         (c)      Novelis agrees to jointly elect with Alcan, in prescribed form
                  and in a timely manner, to have the provisions of subsection
                  85(1) of Tax Act (and any applicable corresponding Canadian
                  provincial provision) apply to the operations described in

<PAGE>
                                                                               5


                  Section 2.03(a); the "agreed amount" for purposes of such
                  election shall be equal to the cost amount, for purposes of
                  the Tax Act, of the Arcustarget Common Shares at the time of
                  the transfer of such shares to Novelis.

2.04     SEPARATED ASSETS

         For the purposes of this Agreement, "SEPARATED ASSETS" shall mean,
         without duplication, the following Assets used or held for use
         exclusively or primarily in the conduct of the Separated Businesses or
         relating exclusively or primarily to a Separated Business or to a
         Separated Entity:

         (a)      all Assets expressly identified in this Agreement or in any
                  Ancillary Agreement or in any Schedule hereto or thereto,
                  including those listed on SCHEDULE 2.04(a), as Assets to be
                  transferred to, or retained by, Novelis or any other member of
                  Novelis Group;

         (b)      the outstanding capital stock, units or other equity interests
                  of the Separated Entities, as listed on SCHEDULE 1.01 - "SE",
                  the transfer of which pursuant to Section 2.03 will result in
                  Novelis owning, directly or indirectly, all of the ownership
                  interests in the Separated Entities that are currently owned
                  directly or indirectly by Alcan;

         (c)      all Assets properly reflected on the Novelis Balance Sheet
                  (SCHEDULE 1.01 - "NBS"), excluding Assets disposed of by Alcan
                  or any other member of Alcan Group subsequent to the date of
                  the Novelis Balance Sheet;

         (d)      all Assets that have been written off, expensed or fully
                  depreciated by Alcan or any other member of Alcan Group that,
                  had they not been written off, expensed or fully depreciated,
                  would have been reflected on the Novelis Balance Sheet in
                  accordance with the same accounting principles and practices
                  as those under which the Novelis Balance Sheet was prepared;

         (e)      all Assets acquired by Alcan or any other member of Alcan
                  Group after the date of the Novelis Balance Sheet and that
                  would be reflected on the balance sheet of Novelis as of the
                  Effective Date (the "NOVELIS OPENING BALANCE SHEET"), if such
                  balance sheet were prepared using the same accounting
                  principles and practices as those under which the Novelis
                  Balance Sheet was prepared; and

         (f)      all Assets transferred to Novelis Group pursuant to Section
                  13.01(a); provided, however, that any such transfer shall take
                  effect under Section 13.01(a) and not under this Section 2.04.

         Notwithstanding the foregoing, there shall be excluded from the
         definition of Assets under this Section 2.04 Business Records to the
         extent they are included in or primarily related to any Excluded Asset
         or Retained Liability or Remaining Alcan Business or their transfer is
         prohibited by Applicable Law or pursuant to agreements between Alcan or
         any other member of Alcan Group and Third Parties or otherwise would
         subject Alcan or any other member of Alcan Group to liability for such
         transfer.


<PAGE>
                                                                               6


2.05     DEFERRED SEPARATED ASSETS

         Notwithstanding anything to the contrary contained in Section 2.04 or
         elsewhere in this Agreement, Separated Assets shall not include the
         Deferred Separated Assets. The transfer to Novelis (or any other member
         of Novelis Group) of any such Deferred Separated Asset shall only be
         completed at the time, in the manner and subject to the conditions set
         forth in Section 5.01.

2.06     EXCLUDED ASSETS

         (a)      Notwithstanding anything to the contrary contained in Section
                  2.04 or elsewhere in this Agreement, the following Assets of
                  Alcan or of any other relevant member of Alcan Group that
                  would otherwise be included among the Separated Assets shall
                  not be transferred to Novelis (or any other member of Novelis
                  Group), shall not form part of the Separated Assets and shall
                  remain the exclusive property of Alcan or the relevant member
                  of Alcan Group on and after the Effective Time (the "EXCLUDED
                  ASSETS"):

                  (i)      any Asset expressly identified on SCHEDULE 2.06(a);

                  (ii)     any Asset referred to in Section 2.06(b); and

                  (iii)    any Asset transferred to Alcan or to any other
                           relevant member of Alcan Group pursuant to Section
                           13.01(a); provided, however, that any such transfers
                           shall take effect under Section 13.01(a) and not
                           under this Section 2.06.

         (b)      For greater certainty, any Asset of Alcan or any other member
                  of Alcan Group that is used in or relates in any manner to a
                  Remaining Alcan Business shall not constitute a Separated
                  Asset unless such Asset is specifically identified as a
                  Separated Asset pursuant to Section 2.04.

         (c)      Notwithstanding anything to the contrary in this Agreement,
                  Excluded Assets shall not include the Deferred Excluded
                  Assets. The transfer to Alcan (or to the relevant member of
                  Alcan Group) of any such Asset shall be completed at the time,
                  in the manner and subject to the conditions set forth in
                  Section 5.01.

2.07     LIABILITIES

         For the purposes of this Agreement, Liabilities shall be identified as
         "ASSUMED LIABILITIES" or as "RETAINED LIABILITIES" under the following
         order of priority:

         (a)      any Liability of a Separated Entity, whether arising or
                  accruing prior to, on or after the Effective Time and whether
                  the facts on which it is based occurred on, prior to or after
                  the Effective Time and whether or not reflected on the Novelis
                  Balance Sheet or on the Novelis Opening Balance Sheet, is an
                  Assumed Liability, unless it is expressly identified in this
                  Agreement (including on SCHEDULE 2.07(b) or any other
                  Schedule) or in any Ancillary Agreement as a Liability to be
                  assumed


<PAGE>
                                                                               7


                  or retained by Alcan or any other member of Alcan Group, in
                  which case it is a Retained Liability;

         (b)      any Liability relating to, arising out of, or resulting from
                  the conduct of, a Separated Business or any Rolled Products
                  Business (as conducted at any time prior to, on or after the
                  Effective Time) or relating to a Separated Asset or a Deferred
                  Separated Asset and whether or not arising or accruing prior
                  to, on or after the Effective Time and whether the facts on
                  which it is based occurred on, prior to or after the Effective
                  Time and whether or not reflected on the Novelis Balance Sheet
                  or the Novelis Opening Balance Sheet, is an Assumed Liability,
                  unless it is expressly identified in this Agreement (including
                  on SCHEDULE 2.07(b) or any other Schedule) or in any Ancillary
                  Agreement as a Liability to be assumed or retained by Alcan or
                  any other member of Alcan Group, in which case it is a
                  Retained Liability;

         (c)      any Liability which is expressly identified on SCHEDULE
                  2.07(a) is an Assumed Liability and any Liability which is
                  expressly identified on SCHEDULE 2.07(c) is a Retained
                  Liability ;

         (d)      any Liability which is reflected or otherwise disclosed as a
                  liability or obligation of Novelis Group on the Novelis
                  Balance Sheet is an Assumed Liability;

         (e)      any Liability which would be reflected or otherwise disclosed
                  on the Novelis Opening Balance Sheet, if such balance sheet
                  were prepared using the same accounting principles and
                  practices as those under which the Novelis Balance Sheet was
                  prepared is an Assumed Liability;

         (f)      any Liability of a Remaining Alcan Entity, whether arising or
                  accruing prior to, on or after the Effective Time and whether
                  the facts on which it is based occurred on, prior to or after
                  the Effective Time, is a Retained Liability, unless it is
                  determined to be an Assumed Liability pursuant to clauses (a),
                  (b), (c), (d) or (e) above, in which case it is an Assumed
                  Liability; and

         (g)      any Liability of Novelis or any other member of Novelis Group
                  under this Agreement, any Ancillary Agreement or any
                  Reorganization Document is an Assumed Liability and any
                  Liability of Alcan or any other member of Alcan Group under
                  this Agreement, any Ancillary Agreement or any Reorganization
                  Document is a Retained Liability.

2.08     DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

         (a)      Each of the Parties (on behalf of itself and each other member
                  of its respective Group) understands and agrees that, except
                  as expressly set forth herein or in any Ancillary Agreement,
                  no Party to this Agreement, any Ancillary Agreement or any
                  other agreement or document contemplated by this Agreement,
                  any Ancillary Agreement or otherwise, makes any representation
                  or warranty, express or implied, regarding any of the
                  Separated Assets, Separated Entities, Separated Businesses,
                  Excluded Assets, Assumed Liabilities or Retained Liabilities

<PAGE>
                                                                               8


                  including any warranty of merchantability or fitness for a
                  particular purpose, or any representation or warranty
                  regarding any Consents or Governmental Authorizations required
                  in connection therewith or their transfer, regarding the value
                  or freedom from Encumbrances of, or any other matter
                  concerning, any Separated Asset or Excluded Asset, or
                  regarding the absence of any defense or right of setoff or
                  freedom from counterclaim with respect to any claim or other
                  Separated Asset or Excluded Asset, including any Account
                  Receivable of either Party, or as to the legal sufficiency of
                  any assignment, document or instrument delivered hereunder to
                  convey title to any Separated Asset or Excluded Asset upon the
                  execution, delivery and filing hereof or thereof.

         (b)      Except as may expressly be set forth herein or in any
                  Ancillary Agreement, all Separated Assets and Excluded Assets
                  are being transferred on an "as is, where is" basis, at the
                  own risk ("aux risques et perils") of the respective
                  transferees without any warranty whatsoever on the part of the
                  transferor, formal or implicit, legal, statutory or
                  conventional (and, in the case of any Real Property, by means
                  of a quitclaim or similar form deed or conveyance) and the
                  respective transferees shall bear the economic and legal risks
                  that (i) any conveyance shall prove to be insufficient to vest
                  in the transferee good and marketable title, free and clear of
                  any Encumbrance, and (ii) any necessary Third-Party Consent or
                  Governmental Authorization is not obtained or that any
                  requirement of Applicable Law or any Order is not met.

2.09     THIRD-PARTY CONSENTS AND GOVERNMENT APPROVALS

         To the extent that the Separation or any transaction contemplated
         thereby requires a Consent from any Third-Party (a "THIRD-PARTY
         CONSENT") or any Governmental Authorization, the Parties will use
         commercially reasonable efforts to obtain all such Third-Party Consents
         and Governmental Authorizations prior to the Effective Time. If the
         Parties fail to obtain any such Third-Party Consent or Governmental
         Authorization prior to the Effective Time, the matter shall be dealt
         with in the manner set forth in Section 5.01 or 5.02.


                                 ARTICLE III -
                               THE REORGANIZATION

3.01     REORGANIZATION

         The Reorganization shall be implemented on the terms and subject to the
         conditions set forth in this Article III.

3.02     REORGANIZATION TRANSACTIONS

         Subject to Section 3.08, Alcan agrees to cause the Reorganization
         Transactions to be completed substantially in the manner described on
         SCHEDULE 3.01. Unless otherwise specified on SCHEDULE 3.01, the
         Reorganization Transactions shall be completed on or before the
         Reorganization Date.


<PAGE>
                                                                               9


3.03     EFFECTS OF THE REORGANIZATION TRANSACTIONS

         After giving effect to the Reorganization Transactions:

         (a)      all Separated Assets, other than the equity interests in the
                  Separated Entities (which are addressed in (e) below), will be
                  held by one or several Separated Entities;

         (b)      all Assumed Liabilities will have been assumed or retained by
                  one or several Separated Entities;

         (c)      all Excluded Assets held by one or several Separated Entities
                  will have been transferred to, or retained by, one or more
                  Remaining Alcan Entities;

         (d)      all Retained Liabilities incurred by any Separated Entity will
                  have been assumed by one or several Remaining Alcan Entities;
                  and

         (e)      all of Alcan's right, title and interest in the capital or
                  common stock of the Separated Entities (other than the shares
                  of the share capital of Arcustarget) will have been
                  transferred to Arcustarget.

3.04     ARCUSTARGET CONSIDERATION

         In consideration of the implementation of the Reorganization
         Transactions, Alcan, in addition to causing Arcustarget Group (or any
         member thereof) to assume the Assumed Liabilities, shall cause
         Arcustarget to (i) issue to Alcan, on or prior to the Reorganization
         Date, such number of Arcustarget common shares and such promissory
         notes as shall be necessary to complete the Reorganization Transactions
         and the Arrangement and (ii) issue to one or more Subsidiaries of Alcan
         as specified on SCHEDULE 3.01 such promissory notes as shall be
         necessary to complete the Reorganization Transactions.

3.05     TERMINATION OF AGREEMENTS

         (a)      Subject to Section 3.05(b), Novelis and Alcan agree that all
                  agreements, arrangements, commitments and understandings,
                  whether or not in writing, between any member or members of
                  Novelis Group, on the one hand, and any member or members of
                  Alcan Group, on the other hand, shall terminate without
                  further action being required by any party thereto, with
                  effect as of the Effective Time. No such terminated agreement,
                  arrangement, commitment or understanding (including any
                  provision thereof which purports to survive such termination)
                  will be of any further force or effect as of and from the
                  Effective Time. Alcan and Novelis shall sign all such
                  documents and perform all such other acts, and they shall
                  cause each other member of their respective Groups to sign all
                  such documents and perform all such other acts, as may be
                  necessary or desirable to implement or confirm such
                  terminations.

         (b)      The provisions of Section 3.05(a) shall not apply to any of
                  the following agreements, arrangements, commitments or
                  understandings (or to any of the provisions thereof): (i) this
                  Agreement and the Ancillary Agreements (and each other
                  agreement or instrument expressly contemplated by this
                  Agreement or any

<PAGE>
                                                                              10


                  Ancillary Agreement to be entered into by either Party hereto
                  or any of the members of their respective Groups); (ii) any
                  agreement, arrangement, commitment or understanding listed or
                  described or set forth on SCHEDULE 3.05(b); (iii) any
                  agreement, arrangement, commitment or understanding to which
                  any Third Party is a party; and (iv) any other agreements,
                  arrangements, commitments or understandings that this
                  Agreement or any Ancillary Agreement contemplates will be in
                  force beyond the Effective Date.

3.06     ANCILLARY AGREEMENTS

         On or prior to the Effective Date, the Parties shall execute and
         deliver or, as applicable, cause the appropriate members of their
         respective Groups to execute and deliver, each of the following
         agreements (collectively, the "ANCILLARY AGREEMENTS"):

         (a)      the Alumina Supply Agreement;

         (b)      the Employee Matters Agreement;

         (c)      the Energy Agreement;

         (d)      the FoilStock Supply Agreement;

         (e)      the Foil Supply Agreements;

         (f)      the Foil Supply and Distribution Agreement;

         (g)      the Intellectual Property Agreements;

         (h)      the Joint Procurement of Goods and Services Protocol;

         (i)      the Metal Supply Agreements;

         (j)      the Nauhausen Agreements;

         (k)      the Ohle Agreement;

         (l)      the Sierre Agreements;

         (m)      the Tax Sharing and Disaffiliation Agreement;

         (n)      the Technical Services Agreements;

         (o)      the Transitional Services Agreement;

         (p)      such other agreements and instruments as may relate to or be
                  identified in any of the foregoing agreements; and

         (q)      the agreements and instruments identified on SCHEDULE 3.06(q).


<PAGE>
                                                                              11


3.07     RESIGNATIONS

         (a)      Alcan agrees to cause each Person who is a director or an
                  officer of any Separated Entity and who will not become an
                  employee of Novelis Group (or any member thereof) on the
                  Effective Date to resign from such position with effect as of
                  the Effective Date.

         (b)      Novelis agrees to cause each Person who is a director or an
                  officer of a Remaining Alcan Entity and who will become an
                  employee of Novelis Group (or any member thereof) on the
                  Effective Date to resign from such position with effect as of
                  the Effective Date.

         (c)      Each of Alcan and Novelis agrees to obtain all such letters of
                  resignation or other evidence of such resignations as may be
                  necessary or desirable in performing their respective
                  obligations under this Section 3.07.

3.08     SOLE DISCRETION OF ALCAN

         Notwithstanding any other provision of this Article III, Alcan shall
         have the sole and absolute discretion:

         (a)      to determine whether to proceed with all or any part of the
                  Reorganization, including any Reorganization Transaction, and
                  to determine the timing of and any and all conditions to the
                  completion of the Reorganization or any part thereof; and

         (b)      to amend or otherwise change, delete or supplement, from time
                  to time, any term or element of the Reorganization, including
                  any Reorganization Transaction.

3.09     COOPERATION

         Novelis shall cooperate with Alcan in all aspects of the Reorganization
         and it shall, at Alcan's request, sign all such documents and perform
         all such other acts as may be necessary or desirable to give full
         effect to the Reorganization; and Novelis shall cause each other member
         of Novelis Group to do likewise.

3.10     INTERCOMPANY ACCOUNTS AND OTHER ADJUSTMENTS

         Prior to the Effective Time, Alcan shall use commercially reasonable
         efforts to cause all balances related to indebtedness, including any
         intercompany indebtedness, loans, guarantees, receivables, payables or
         other accounts between a member of Alcan Group and a member of Novelis
         Group (including Arcustarget and its Subsidiaries), other than those
         balances related to indebtedness otherwise specifically provided for in
         this Agreement or any Ancillary Agreement (including those described in
         Schedule 3.10) ("INTERCOMPANY ACCOUNTS") to be settled, including by
         being contributed to capital in its discretion. To the extent that any
         Intercompany Account has not been settled or contributed to capital by
         the Effective Time, Novelis agrees to cause any Intercompany Account
         payable by any member of Novelis Group to be satisfied in full when
         due. Intercompany Accounts not contributed to capital or otherwise
         settled by the Effective Time shall be dealt with in the manner set
         forth in Schedule 3.10. The Parties shall also

<PAGE>
                                                                              12


         perform such cash-balance, working capital and surplus asset
         adjustments as may be required as at the Effective Time in the manner
         set forth in Schedule 3.10


                                  ARTICLE IV -
                                 THE ARRANGEMENT

4.01     PLAN OF ARRANGEMENT

         Each of Alcan and Novelis shall use commercially reasonable efforts to
         carry out the Plan of Arrangement and to cause the Arrangement to
         become effective on January 6, 2005, or on such later date as Alcan may
         determine, provided that if the Alcan Board decides to proceed with the
         Arrangement, Articles of Arrangement must be filed on or before April
         28, 2005.

4.02     ACTIONS PRIOR TO THE EFFECTIVE DATE

         In addition to the covenants of Alcan provided for elsewhere in this
         Agreement, Alcan covenants and agrees, subject to Sections 3.08 and
         4.03, that it shall cause the actions described on SCHEDULE 4.02 to be
         taken prior to the Effective Time.

4.03     SOLE DISCRETION OF ALCAN

         Notwithstanding any other provision of this Article IV, Alcan shall
         have the sole and absolute discretion:

         (a)      to determine whether to proceed with all or any part of the
                  Arrangement and all the terms of the Plan of Arrangement and
                  to determine the timing of and any and all conditions to the
                  completion of the Arrangement or any part thereof, provided
                  that if the Alcan Board decides to proceed with the
                  Arrangement, Articles of Arrangement must be filed on or
                  before April 28, 2005; and

         (b)      to amend or otherwise change, delete or supplement, from time
                  to time, any term or element of the Plan of Arrangement.

         Additionally, notwithstanding the adoption of the Arrangement
         Resolution by Alcan Shareholders, the Arrangement shall take effect
         only at such time as determined by further resolution of the Alcan
         Board, which shall also have the authority to revoke the Arrangement
         Resolution at any time prior to the issuance of the Certificate of
         Arrangement without further approval of the Alcan Shareholders. If the
         Alcan Board decides to proceed with the Arrangement, Articles of
         Arrangement must be filed on or before April 28, 2005.

4.04     COOPERATION

         Novelis shall cooperate with Alcan in all aspects of the Arrangement
         and it shall, at Alcan's request, sign all such documents and perform
         all such other acts as may be necessary or desirable to carry out the
         Plan of Arrangement and give full effect to the


<PAGE>
                                                                              13


         Arrangement and Novelis shall cause each other member of Novelis Group
         to do likewise.


                                  ARTICLE V -
                        DEFERRED SEPARATION TRANSACTIONS

5.01     DEFERRED TRANSFER ASSETS

         (a)      If the transfer to, or retention by, Novelis Group (or the
                  relevant member thereof) of any Asset (a "DEFERRED SEPARATED
                  ASSET") that would otherwise constitute a Separated Asset or
                  the transfer to, or retention by, Alcan Group (or the relevant
                  member thereof) of any Asset (a "DEFERRED EXCLUDED ASSET", and
                  together with a Deferred Separated Asset, a "DEFERRED TRANSFER
                  ASSET") that would otherwise constitute an Excluded Asset
                  cannot be accomplished without giving rise to a violation of
                  Applicable Law, or without obtaining a Third-Party Consent or
                  a Governmental Authorization (collectively, a "TRANSFER
                  IMPEDIMENT") and any such Third-Party Consent or Governmental
                  Authorization has not been obtained prior to the Effective
                  Time, then such Asset shall be dealt with in the manner
                  described in this Section 5.01.

         (b)      Pending removal of such Transfer Impediment, the Person
                  holding the Deferred Transfer Asset (the "RETAINING PERSON")
                  shall hold such Deferred Transfer Asset for the use and
                  benefit, insofar as reasonably possible, of the Party to whom
                  the transfer of such Asset could not be made at the Effective
                  Time (the "DEFERRED BENEFICIARY"). The Retaining Person shall
                  use commercially reasonable efforts to preserve such Asset and
                  its right, title and interest therein and take all such other
                  action as may reasonably be requested by the Deferred
                  Beneficiary (in each case, at such Deferred Beneficiary's
                  expense) in order to place such Deferred Beneficiary, insofar
                  as reasonably possible, in the same position as it would be in
                  if such Asset had been transferred to it or retained by it
                  with effect as of the Effective Time and so that, subject to
                  the standard of care set forth above, all the benefits and
                  burdens relating to such Deferred Transfer Asset, including
                  possession, use, risk of loss, potential for gain, and
                  dominion, control and command over such Asset, are to inure
                  from and after the Effective Time to such Deferred Beneficiary
                  and the members of the Group to which it belongs. The
                  provisions set forth in this Section 5.01(b) contain all the
                  obligations of the Retaining Person vis-a-vis the Deferred
                  Beneficiary with respect to the Deferred Transfer Asset and
                  the Retaining Person shall not be bound vis-a-vis the Deferred
                  Beneficiary by the obligations imposed by the Civil Code of
                  Quebec on an administrator charged with the full
                  administration of the property of others or by any analogous
                  provision of any other Applicable Law.

         (c)      The Parties shall continue on and after the Effective Time to
                  use commercially reasonable efforts to remove all Transfer
                  Impediments; provided, however, that neither Party shall be
                  required to make any unreasonable payment or assume any
                  material obligations therefor. As and when any Transfer
                  Impediment is removed,


<PAGE>
                                                                              14


                  the relevant Deferred Transfer Asset shall forthwith be
                  transferred to its Deferred Beneficiary at no additional cost
                  and in a manner and on terms consistent with the relevant
                  provisions of this Agreement and the Ancillary Agreements,
                  including without limitation Section 2.08(b) hereof, and any
                  such transfer shall take effect as of the date of its actual
                  transfer.

         (d)      Notwithstanding the foregoing or any provision of Applicable
                  Law, a Retaining Person shall not be obligated, in connection
                  with the foregoing, to expend any money in respect of a
                  Deferred Transfer Asset unless the necessary funds are
                  advanced by the Deferred Beneficiary of such Deferred Transfer
                  Asset, other than reasonable attorneys' fees and recording or
                  similar fees, all of which shall be promptly reimbursed by the
                  Deferred Beneficiary of such Deferred Transfer Asset.

5.02     UNRELEASED LIABILITIES

         If at any time on or after the Effective Time, any member of Alcan
         Group shall remain obligated to any Third Party in respect of any
         Assumed Liability or any member of Novelis Group shall remain obligated
         to any Third Party in respect of any Retained Liability, the following
         provisions shall apply. The liabilities referred to in this Section
         5.02 are hereinafter referred to as the "UNRELEASED LIABILITIES" and
         the Person remaining obligated for such liability in a manner contrary
         to what is intended under this Agreement is hereinafter referred to as
         the "UNRELEASED PERSON."

         (a)      Each Unreleased Person shall remain obligated to Third Parties
                  for such Unreleased Liability as provided in the relevant
                  Contract, Applicable Law or other source for such Unreleased
                  Liability and shall pay and perform such Liability as and when
                  required, in accordance with its terms.

         (b)      Alcan shall indemnify, defend and hold harmless each Novelis
                  Indemnified Party that is an Unreleased Person against any
                  Liabilities arising in respect of each Unreleased Liability of
                  such Person; and Novelis shall indemnify, defend and hold
                  harmless each Alcan Indemnified Party that is an Unreleased
                  Person against any Liabilities arising in respect of each
                  Unreleased Liability of such Person. Alcan and Novelis shall
                  take, and shall cause the members of their respective Groups
                  to take, such other actions as may be reasonably requested by
                  the other in accordance with the provisions of this Agreement
                  in order to place Alcan and Novelis, insofar as reasonably
                  possible, in the same position as they would be in if such
                  Unreleased Liability had been fully contributed, assigned,
                  transferred, conveyed, and delivered to, and accepted and
                  assumed or retained, as applicable, by the other Party (or any
                  relevant member of the Group to which it belongs) with effect
                  as of the Effective Time and so that all the benefits and
                  burdens relating to such Unreleased Liability, including
                  possession, use, risk of loss, potential for gain, and
                  dominion, control and command over such Unreleased Liability,
                  are to inure from and after the Effective Time to the member
                  or members of the Alcan Group or the Novelis Group, as the
                  case may be.


<PAGE>
                                                                              15


         (c)      The Parties shall continue on and after the Effective Time to
                  use commercially reasonable efforts to cause each Unreleased
                  Person to be released from each of its Unreleased Liabilities.

         (d)      If, as and when it becomes possible to delegate, novate or
                  extinguish any Unreleased Liability in favor of an Unreleased
                  Person, the Parties shall promptly sign all such documents and
                  perform all such other acts, and shall cause each member of
                  their respective Groups, as applicable, to sign all such
                  documents and perform all such other acts, as may be necessary
                  or desirable to give effect to such delegation, novation,
                  extinction or other release without payment of any further
                  consideration by the Unreleased Person.

5.03     CONSIDERATION

         For the avoidance of doubt, the transfer or assumption of any Assets or
         Liabilities under this Article V shall be effected without any
         additional consideration by either Party hereunder.


                                  ARTICLE VI -
                         REPRESENTATIONS AND WARRANTIES

6.01     MUTUAL REPRESENTATIONS AND WARRANTIES

         Each Party represents and warrants to and in favour of the other Party
         as follows and acknowledges that the other Party is relying upon such
         representations and warranties in connection with the matters
         contemplated by this Agreement:

         (a)      it is duly incorporated, amalgamated or continued and is
                  validly existing under the CBCA and has the corporate power
                  and authority to own its Assets and to conduct its businesses
                  and to perform its obligations hereunder;

         (b)      the execution and delivery of this Agreement, of the Ancillary
                  Agreements and of the Reorganization Documents by it and the
                  completion by it of the transactions contemplated herein, in
                  the Ancillary Agreements, in the Reorganization Documents, in
                  the Plan of Arrangement and in the Tax Rulings do not and will
                  not result in the breach of, or violate any term or provision
                  of, its articles or by-laws;

         (c)      neither it nor, in the case of Novelis, any of its Group
                  members is subject to any outstanding injunction, judgment or
                  order, of any Governmental Authority which would prevent or
                  materially delay the transactions contemplated by this
                  Agreement, the Ancillary Agreements, the Reorganization
                  Documents, the Plan of Arrangement or the Tax Rulings; there
                  are no civil, criminal or administrative claims, actions,
                  suits, demands, proceedings, hearings or investigations
                  pending or, to the Party's knowledge, threatened, at law, in
                  equity or otherwise, in, before, or by, any Governmental
                  Authority which (if successful) would prevent or materially
                  delay the consummation of the transactions contemplated by
                  this


<PAGE>
                                                                              16


                  Agreement, the Ancillary Agreements, the Reorganization
                  Documents, the Plan of Arrangement or the Tax Rulings;

         (d)      the facts and other information which appear in the Rulings
                  Applications relevant to it are accurate in all material
                  respects and there has been no omission to state a material
                  fact or to provide other material information relating to it
                  that would be relevant to the granting of the Tax Rulings;

         (e)      no dissolution, winding up, bankruptcy, liquidation or similar
                  proceeding has been commenced, or is pending or proposed, in
                  respect of it, except as contemplated by the Plan of
                  Arrangement; and

         (f)      the execution and delivery of this Agreement, of the Ancillary
                  Agreements and of the Reorganization Documents and the
                  completion of the transactions contemplated herein, in the
                  Ancillary Agreements and in the Reorganization Documents, have
                  been duly approved by its board of directors, and this
                  Agreement, the Ancillary Agreements and the Reorganization
                  Documents constitute legal, valid and binding obligations of
                  such Party enforceable against it in accordance with its
                  terms, subject to legislation relating to bankruptcy,
                  insolvency, reorganization and other similar legislation of
                  general application and other laws affecting the enforcement
                  of creditors' rights generally, to general principles of
                  equity and limitations upon the enforcement of indemnification
                  for fines or penalties imposed by law and to the discretionary
                  power of the courts as regards specific performance or
                  injunctive relief.

6.02     REPRESENTATIONS AND WARRANTIES OF ALCAN

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

         (a)      the authorized capital of Alcan consists of an unlimited
                  number of Alcan Common Shares and an unlimited number of
                  preference shares issuable in series of which two series have
                  been authorized. As of November 19, 2004, the issued and
                  outstanding share capital without nominal or par value of
                  Alcan consisted of 369,739,183 Alcan Common Shares, 5,700,000
                  Alcan Series C Preference Shares and 3,000,000 Alcan Series E
                  Preference Shares;

         (b)      no Person holds any securities convertible into Alcan Common
                  Shares or any other shares of Alcan or has any agreement,
                  warrant, option or any other right capable of becoming an
                  agreement, warrant or option for the purchase or other
                  acquisition of any unissued shares of Alcan, other than
                  options granted under the Alcan executive share option plan;

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



<PAGE>
                                                                              17


         (d)      the Alcan Proxy Circular, does not, as of its date, contain
                  any untrue statement of a material fact, omit to state any
                  fact that, if publicly disclosed, could reasonably be expected
                  to have a material impact on the decision of an Alcan
                  Shareholder to vote in favour of the Plan of Arrangement, or
                  omit to state any material fact necessary in order to make the
                  statements therein not misleading; provided, however, that
                  Alcan makes no representations or warranties as to any
                  statements of material fact concerning Novelis and the
                  Separated Businesses (excluding, for greater certainty, facts
                  relating to Alcan and the Remaining Alcan Businesses) that are
                  made in the Alcan Proxy Circular.

6.03     REPRESENTATIONS AND WARRANTIES OF NOVELIS

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

         (a)      the authorized capital of Novelis consists of an unlimited
                  number of Novelis Common Shares, an unlimited number of
                  Novelis Special Shares, an unlimited number of first preferred
                  shares and an unlimited number of second preferred shares none
                  of which is currently issued and outstanding;

         (b)      no Person holds any securities convertible into Novelis Common
                  Shares or any other shares of Novelis or has any agreement,
                  warrant, option or any other right capable of becoming an
                  agreement, warrant or option for the purchase or other
                  acquisition of any unissued shares of Novelis except as
                  contemplated by this Agreement or the Tax Rulings; and

         (c)      the Prospectus will not, as of the date the Registration
                  Statement is declared effective, contain any untrue statement
                  of a material fact, omit to state any fact that, if publicly
                  disclosed, could reasonably be expected to have a material
                  impact on the market price or value of the Novelis Common
                  Shares, or omit to state any material fact necessary in order
                  to make the statements therein not misleading; provided,
                  however, that Novelis makes no representations or warranties
                  as to any statements or omissions made in respect of Alcan
                  (excluding the Separated Businesses, the Separated Assets and
                  the Assumed Liabilities) and the Remaining Alcan Businesses.


                                 ARTICLE VII -
                                    COVENANTS

7.01     GENERAL COVENANTS

         Each Party covenants with and in favour of the other Party that it
         shall, subject, in the case of Alcan, to Sections 3.08 and 4.03:

         (a)      do and perform all such acts and things, and execute and
                  deliver all such agreements, assurances, notices and other
                  documents and instruments as may


<PAGE>
                                                                              18


                  reasonably be required of it to facilitate the carrying out of
                  the intent and purpose of this Agreement;

         (b)      cooperate with and assist the other Party, both before and
                  after the Effective Date, in dealing with transitional matters
                  relating to or arising from the Reorganization, this
                  Agreement, the Ancillary Agreements or the Arrangement;

         (c)      cooperate prior to the Effective Date in applying for such
                  amendments to the Tax Rulings, amending the Rulings
                  Applications and making such amendments to this Agreement as
                  may be necessary to obtain the Tax Rulings or to implement the
                  Plan of Arrangement in the manner contemplated in the Tax
                  Rulings or as may be desired by Alcan to enable it to carry
                  out transactions deemed advantageous by it for the purposes of
                  the Separation;

         (d)      cooperate in preparing, and assisting Novelis in filing with
                  the SEC, the Registration Statement and filing with the
                  securities regulatory authorities in each of the provinces and
                  territories of Canada the Prospectus, and such amendments or
                  supplements thereto, as may be necessary in order to cause the
                  same to become and remain effective as required by Applicable
                  Law. Novelis shall use commercially reasonable efforts to
                  cause the Registration Statement and the Prospectus to become
                  effective under the Exchange Act and the applicable securities
                  laws as soon as practicable but in any event prior to the
                  Effective Time and will file any amendments to the
                  Registration Statement as may be required by the SEC or such
                  amendments to the Prospectus as may be required by the
                  securities regulatory authorities in each of the provinces and
                  territories of Canada; and

         (e)      cooperate in preparing and filing all documentation (i) to
                  effect all necessary applications, notices, petitions, filings
                  and other documents; and (ii) to obtain as promptly as
                  reasonably practicable all Consents and Governmental
                  Authorizations necessary or advisable to be obtained from any
                  Third Party and/or any Governmental Authority in order to
                  consummate the transactions contemplated by this Agreement
                  (including all approvals required under applicable antitrust
                  laws).

7.02     COVENANTS OF NOVELIS

         In addition to the covenants of Novelis provided for elsewhere in this
         Agreement, Novelis covenants and agrees with and in favour of Alcan
         that it shall:

         (a)      use commercially reasonable efforts and do all things
                  reasonably required of it to cause the Reorganization to be
                  completed;

         (b)      use commercially reasonable efforts and do all things
                  reasonably required of it to cause the Arrangement to become
                  effective on January 6, 2005 or such other date as Alcan may
                  determine;

         (c)      not perform any act or enter into any transaction that could
                  interfere or be inconsistent with the completion of the
                  Arrangement or the grant of the Tax


<PAGE>
                                                                              19


                  Rulings or their effective application to the Arrangement
                  except as provided in Section 7.02(d), and cause any other
                  member of Novelis Group to do likewise;

         (d)      perform the obligations required to be performed by it under
                  the Plan of Arrangement and do all such other acts and things
                  as may be necessary or desirable and are within its power and
                  control in order to carry out and give effect to the
                  Arrangement and any transactions necessary for the
                  effectiveness of the Tax Rulings, including co-operating with
                  Alcan to obtain: (i) the Interim Order and the Final Order;
                  (ii) the approval for the listing of the Novelis Common Shares
                  on the New York Stock Exchange and the Toronto Stock Exchange;
                  and (iii) such other consents, rulings, orders, approvals and
                  assurances as its counsel may advise are necessary or
                  desirable for the implementation of the Arrangement, including
                  those referred to in Section 8.01; and (iv) satisfaction of
                  the other conditions referred to in Section 8.01; and

         (e)      perform and, as applicable, cause each member of Novelis Group
                  to perform each of its and their respective obligations under
                  each Ancillary Agreement.


                                 ARTICLE VIII -
                                   CONDITIONS

8.01     ACTIONS PRIOR TO THE COMPLETION OF THE ARRANGEMENT

         (a)      In addition to, and without in any way limiting, Alcan's
                  rights under Sections 3.08 and 4.03, completion of the
                  Arrangement is subject to the fulfillment of each of the
                  following conditions:

                  (i)      the Arrangement, either without amendment or with
                           amendments approved by the Alcan Board, shall have
                           been approved at the Alcan Meeting in accordance with
                           the Interim Order;

                  (ii)     the Final Order shall have been obtained in form and
                           substance satisfactory to Alcan;

                  (iii)    the Registration Statement shall have been filed with
                           and declared effective by the SEC and the Prospectus
                           shall have been filed with, and shall have received
                           the appropriate approval by, the securities
                           regulatory authorities in each of the provinces and
                           territories of Canada and no stop order suspending
                           the effectiveness of the Registration Statement shall
                           have been issued and no proceedings for that purpose
                           shall have been instituted or threatened by the SEC
                           and the actions and filings with regard to securities
                           laws described in Sections 7.01(d) and 7.02(d) shall
                           have been taken and, where applicable, have become
                           effective or been accepted;

                  (iv)     the Novelis Common Shares to be distributed pursuant
                           to the Arrangement shall have been accepted for
                           listing on the Toronto Stock Exchange and


<PAGE>
                                                                              20


                           the New York Stock Exchange, Inc. subject to
                           compliance with normal listing requirements;

                  (v)      the Toronto Stock Exchange, the New York Stock
                           Exchange, Inc., and the London, Swiss and Euronext
                           Paris stock exchanges shall have confirmed that the
                           redesignated New Alcan Common Shares will continue
                           trading as the Alcan Common Shares following the
                           Effective Date;

                  (vi)     no Order or other legal restraint or prohibition
                           preventing the consummation of the Reorganization,
                           the Arrangement or any of the transactions
                           contemplated by this Agreement or any Ancillary
                           Agreement shall be threatened, pending or in effect;

                  (vii)    the Tax Rulings, in form and substance satisfactory
                           to Alcan, shall have been received and remain in full
                           force and effect;

                  (viii)   all of the transactions referred to in such Tax
                           Rulings as occurring on or prior to the Effective
                           Time shall have occurred, and all conditions or terms
                           of such Tax Rulings shall have been satisfied;

                  (ix)     any Consents and Governmental Authorizations
                           necessary to complete the Arrangement shall have been
                           obtained and be in full force and effect;

                  (x)      the Alcan Board shall have approved the Arrangement
                           and shall not have abandoned, deferred or modified
                           the Arrangement at any time prior to the Effective
                           Date;

                  (xi)     the Reorganization Transactions shall have been
                           completed in a manner satisfactory to Alcan;


                  (xii)    each of the Ancillary Agreements shall have been duly
                           executed and delivered by the parties thereto and
                           shall be in effect;

                  (xiii)   the Alcan Board shall have received written opinions
                           acceptable to the Alcan Board from Morgan Stanley &
                           Co. Incorporated and from Lazard Canada Corporation
                           that the Distribution is fair, from a financial point
                           of view, to the Alcan Shareholders, which opinions
                           shall not have been withdrawn or modified;

                  (xiv)    this Agreement will not have been terminated as
                           provided herein; and

                  (xv)     the Alcan Board shall have received such other
                           opinions or reports as the Alcan Board may reasonably
                           request in form and substance reasonably satisfactory
                           to the Alcan Board as to accounting, tax and legal
                           matters from PricewaterhouseCoopers LLP, Ernst &
                           Young LLP, Sullivan & Cromwell LLP and Ogilvy
                           Renault.


<PAGE>
                                                                              21


(b)               The foregoing conditions are for the sole benefit of Alcan and
                  shall not give rise to or create any duty on the part of Alcan
                  or the Alcan Board to waive or not to waive such conditions or
                  in any way limit Alcan's right to terminate this Agreement as
                  set forth in Article XV or alter the consequences of any such
                  termination from those specified in such Article XV. Any
                  determination made by Alcan prior to the Arrangement
                  concerning the satisfaction or waiver of any or all of the
                  conditions set forth in this Section 8.01 shall be final and
                  conclusive.


                                  ARTICLE IX -
                        MUTUAL RELEASES; INDEMNIFICATION

9.01     RELEASE OF PRE-SEPARATION CLAIMS

         (a)      Except as provided in Section 9.01(c), effective as of the
                  Effective Time, Novelis does hereby, on behalf of itself and
                  each other member of Novelis Group, their respective
                  Affiliates (other than any member of Alcan Group), successors
                  and assigns, and all Persons who at any time prior to the
                  Effective Time have been stockholders (other than any member
                  of Alcan Group), directors, officers, agents or employees of
                  any member of Novelis Group (in each case, in their respective
                  capacities as such) (the "NOVELIS RELEASORS"), unequivocally,
                  unconditionally and irrevocably release and discharge each of
                  Alcan, the other members of Alcan Group, their respective
                  Affiliates (other than any member of Novelis Group),
                  successors and assigns, and all Persons who at any time prior
                  to the Effective Time have been stockholders, directors,
                  officers, agents or employees of any member of Alcan Group (in
                  each case, in their respective capacities as such), and their
                  respective heirs, executors, trustees, administrators,
                  successors and assigns (the "ALCAN PARTIES"), from any and all
                  Actions, causes of action, choses in action, cases, claims,
                  suits, debts, dues, damages, judgments and liabilities, of any
                  nature whatsoever, in law, at equity or otherwise, whether
                  direct, derivative or otherwise, which have been asserted
                  against an Alcan Party or which, whether currently known or
                  unknown, suspected or unsuspected, fixed or contingent, and
                  whether or not concealed or hidden, the Novelis Releasors ever
                  could have asserted or ever could assert, in any capacity,
                  whether as partner, employer, agent or otherwise, either for
                  itself or as an assignee, heir, executor, trustee,
                  administrator, successor or otherwise for or on behalf of any
                  other Person, against the Alcan Parties, relating to any
                  claims or transactions or occurrences whatsoever, up to but
                  excluding the Effective Time, including in connection with the
                  transactions and all activities to implement the Separation
                  (the "NOVELIS CLAIMS"); and the Novelis Releasors hereby
                  unequivocally, unconditionally and irrevocably agree not to
                  initiate proceedings with respect to, or institute, assert or
                  threaten to assert, any Novelis Claim.

         (b)      Except as provided in Section 9.01(c), effective as of the
                  Effective Time, Alcan does hereby, on behalf of itself and
                  each other member of Alcan Group, their respective Affiliates
                  (other than any member of Novelis Group), successors and
                  assigns, and all Persons who at any time prior to the
                  Effective Time have been


<PAGE>
                                                                              22


                  stockholders, directors, officers, agents or employees of any
                  member of Alcan Group (in each case, in their respective
                  capacities as such) (the "ALCAN RELEASORS"), unequivocally,
                  unconditionally and irrevocably release and discharge each of
                  Novelis, the other members of Novelis Group, their respective
                  Affiliates (other than any member of Alcan Group), successors
                  and assigns, and all Persons who at any time prior to the
                  Effective Time have been stockholders (other than any member
                  of Alcan Group), directors, officers, agents or employees of
                  any member of Novelis Group (in each case, in their respective
                  capacities as such), and their respective heirs, executors,
                  trustees, administrators, successors and assigns (the "NOVELIS
                  PARTIES"), from any and all Actions, causes of action, choses
                  in action, cases, claims, suits, debts, dues, damages,
                  judgments and liabilities, of any nature whatsoever, in law,
                  at equity or otherwise, whether direct, derivative or
                  otherwise, which have been asserted against a Novelis Party or
                  which, whether currently known or unknown, suspected or
                  unsuspected, fixed or contingent, and whether or not concealed
                  or hidden, the Alcan Releasors ever could have asserted or
                  ever could assert, in any capacity, whether as partner,
                  employer, agent or otherwise, either for itself or as an
                  assignee, heir, executor, trustee, administrator, successor or
                  otherwise for or on behalf of any other Person, against the
                  Novelis Parties, relating to any claims or transactions or
                  occurrences whatsoever, up to but excluding the Effective Time
                  including in connection with the transactions and all
                  activities to implement the Separation (the "ALCAN CLAIMS");
                  and the Alcan Releasors hereby unequivocally, unconditionally
                  and irrevocably agree not to initiate proceedings with respect
                  to, or institute, assert or threaten to assert, any Alcan
                  Claim.

         (c)      Nothing contained in Section 9.01(a) or 9.01(b) shall impair
                  any right of any Person to enforce this Agreement, any
                  Ancillary Agreement or any agreement, arrangement, commitment
                  or understanding that is specified in Section 3.05(b) or in
                  the applicable Schedules thereto, nor shall anything contained
                  in those sections be interpreted as terminating as of the
                  Effective Time any rights under any such agreements,
                  contracts, commitments or understandings. For purposes of
                  clarification, nothing contained in Section 9.01(a) or 9.01(b)
                  shall release any Person from:

                  (i)      any Liability provided in or resulting from this
                           Agreement or any of the Ancillary Agreements;

                  (ii)     any Liability provided in or resulting from any
                           agreement among any members of Alcan Group or Novelis
                           Group that is specified in Section 3.05(b) or in the
                           applicable Schedules thereto as not terminating as of
                           the Effective Time (including for greater certainty,
                           any Liability resulting or flowing from any breaches
                           of such agreements that arose prior to the Effective
                           Time), or any other Liability specified in such
                           Section 3.05 as not to terminate as of the Effective
                           Time;

                  (iii)    (a) with respect to Novelis, any Assumed Liability
                           and (b) with respect to Alcan, any Retained
                           Liability;



<PAGE>
                                                                              23


                  (iv)     any Liability that the Parties may have with respect
                           to indemnification or contribution pursuant to
                           Article V or this Article IX of this Agreement for
                           Third-Party Claims;

                  (v)      any Liability for unpaid Intercompany Accounts; or

                  (vi)     any Liability the release of which would result in
                           the release of any Person other than a Person
                           released pursuant to this Section 9.01.

                  In addition, nothing contained in Section 9.01(a) shall
                  release Alcan from honoring its existing obligations to
                  indemnify any director, officer or employee of Novelis who was
                  a director, officer or employee of Alcan or any other member
                  of Alcan Group on or prior to the Effective Time, to the
                  extent that such director, officer or employee becomes a named
                  defendant in any litigation involving Alcan or any other
                  member of Alcan Group and was entitled to such indemnification
                  pursuant to then existing obligations.

         (d)      Novelis shall not make, and shall not permit any other member
                  of Novelis Group to make, any claim or demand, or commence any
                  Action asserting any claim or demand, including any claim of
                  contribution or any indemnification, against Alcan or any
                  other member of Alcan Group or any other Person released
                  pursuant to Section 9.01(a), with respect to any Liabilities
                  released pursuant to Section 9.01(a). Alcan shall not make,
                  and shall not permit any other member of Alcan Group to make,
                  any claim or demand, or commence any Action asserting any
                  claim or demand, including any claim of contribution or any
                  indemnification, against Novelis or any other member of
                  Novelis Group or any other Person released pursuant to Section
                  9.01(b), with respect to any Liabilities released pursuant to
                  Section 9.01(b).

         (e)      It is the intent of Alcan and Novelis by virtue of the
                  provisions of this Section 9.01 to provide for a full and
                  complete release and discharge of all Liabilities existing or
                  arising from all acts and events occurring or failing to occur
                  or alleged to have occurred or to have failed to occur and all
                  conditions existing or alleged to have existed before the
                  Effective Time, between or among Novelis or any other member
                  of Novelis Group, on the one hand, and Alcan or any other
                  member of Alcan Group, on the other hand (including any
                  contractual agreements or arrangements existing or alleged to
                  have existed between or among any such members before the
                  Effective Time), except as expressly set forth in Section
                  9.01(c). At any time, at the request of any other Party, each
                  Party shall, and shall cause each member of its Group to,
                  promptly execute and deliver releases giving full effect to
                  the provisions hereof.

9.02     INDEMNIFICATION BY NOVELIS

         Except as provided in Section 9.04 and subject to Section 16.01,
         Novelis shall, and shall cause the other members of Novelis Group to,
         solidarily indemnify, defend and hold harmless Alcan, each other member
         of Alcan Group and each of their respective


<PAGE>
                                                                              24


         directors, officers and employees, and each of the heirs, executors,
         trustees, administrators, successors 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 any of the following
         items (without duplication):

         (a)      any Separated Business, any Separated Entity, any Separated
                  Asset, any Assumed Liability or, subject to Section 5.01, any
                  Deferred Separated Asset; and

         (b)      any breach of, or any inaccuracy in, any representation or
                  warranty or any breach of, or failure to perform or comply
                  with, any covenant, undertaking or obligation of, this
                  Agreement or any of the Ancillary Agreements, by Novelis or
                  any other member of Novelis Group.

9.03     INDEMNIFICATION BY ALCAN

         Except as provided in Section 9.04 and subject to Section 16.01, Alcan
         shall indemnify, defend and hold harmless Novelis, each other member of
         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 any of the following items (without duplication):

         (a)      any Remaining Alcan Business or any Retained Liability; and

         (b)      any breach of, or any inaccuracy in, any representation or
                  warranty or any breach of, or failure to perform or comply
                  with, any covenant, undertaking or obligation of, this
                  Agreement or any of the Ancillary Agreements, by Alcan or any
                  other member of Alcan Group.

9.04     METHOD OF ASSERTING CLAIMS ETC.

         (a)      All claims for indemnification relating to a Third Party Claim
                  by any indemnified party (an "INDEMNIFIED PARTY") hereunder
                  shall be asserted and resolved as set forth in this Section
                  9.04.

         (b)      In the event that any written claim or demand for which an
                  indemnifying party (an "INDEMNIFYING PARTY") may have
                  liability to any Indemnified Party hereunder, is asserted
                  against or sought to be collected from any Indemnified Party
                  by a Third Party (a "THIRD PARTY CLAIM"), such Indemnified
                  Party shall promptly, but in no event more than ten (10) days
                  following such Indemnified Party's receipt of a Third Party
                  Claim, notify the Indemnifying Party in writing of such Third
                  Party Claim, the amount or the estimated amount of damages
                  sought thereunder to the extent then ascertainable (which
                  estimate shall not be conclusive of the final amount of such
                  Third Party Claim), any other remedy sought thereunder, any
                  relevant time constraints relating thereto and, to the extent
                  practicable, any other material details pertaining thereto (a
                  "CLAIM NOTICE"); provided, however, that the failure to timely
                  give a Claim Notice shall affect the rights of an Indemnified


<PAGE>
                                                                              25


                  Party hereunder only to the extent that such failure has a
                  material prejudicial effect on the defenses or other rights
                  available to the Indemnifying Party with respect to such Third
                  Party Claim. The Indemnifying Party shall have thirty (30)
                  days (or such lesser number of days set forth in the Claim
                  Notice as may be required by court proceeding in the event of
                  a litigated matter) after receipt of the Claim Notice (the
                  "NOTICE PERIOD") to notify the Indemnified Party that it
                  desires to defend the Indemnified Party against such Third
                  Party Claim.

         (c)      In the event that the Indemnifying Party notifies the
                  Indemnified Party within the Notice Period that it desires to
                  defend the Indemnified Party against a Third Party Claim, the
                  Indemnifying Party shall have the right to defend the
                  Indemnified Party by appropriate proceedings and shall have
                  the sole power to direct and control such defense, with
                  counsel reasonably satisfactory to the Indemnified Party at
                  its expense. Once the Indemnifying Party has duly assumed the
                  defense of a Third Party Claim, the Indemnified Party shall
                  have the right, but not the obligation, to participate in any
                  such defense and to employ separate counsel of its choosing.
                  The Indemnified Party shall participate in any such defense at
                  its expense unless (i) the Indemnifying Party and the
                  Indemnified Party are both named parties to the proceedings
                  and the Indemnified Party shall have reasonably concluded that
                  representation of both parties by the same counsel would be
                  inappropriate due to actual or potential differing interests
                  between them, or (ii) the Indemnified Party assumes the
                  defense of a Third Party Claim after the Indemnifying Party
                  has failed to diligently pursue a Third Party Claim it has
                  assumed, as provided in the first sentence of this Section
                  9.04(c). The Indemnifying Party shall not, without the prior
                  written consent of the Indemnified Party, settle, compromise
                  or offer to settle or compromise any Third Party Claim on a
                  basis that would result in (i) the imposition of a consent
                  order, injunction or decree that would restrict the future
                  activity or conduct of the Indemnified Party or any of its
                  Affiliates, (ii) a finding or admission of a violation of
                  Applicable Law or violation of the rights of any Person by the
                  Indemnified Party or any of its Affiliates or (iii) a finding
                  or admission that would have an adverse effect on other claims
                  made or threatened against the Indemnified Party or any of its
                  Affiliates.

         (d)      If the Indemnifying Party (i) elects not to defend the
                  Indemnified Party against a Third Party Claim, whether by not
                  giving the Indemnified Party timely notice of its desire to so
                  defend or otherwise or (ii) after assuming the defense of a
                  Third Party Claim, fails to take reasonable steps necessary to
                  defend diligently such Third Party Claim within ten (10) days
                  after receiving written notice from the Indemnified Party to
                  the effect that the Indemnifying Party has so failed, the
                  Indemnified Party shall have the right but not the obligation
                  to assume its own defense; it being understood that the
                  Indemnified Party's right to indemnification for a Third Party
                  Claim shall not be adversely affected by assuming the defense
                  of such Third Party Claim. The Indemnified Party shall not
                  settle a Third Party Claim without the consent of the
                  Indemnifying Party, which consent shall not be unreasonably
                  withheld.



<PAGE>
                                                                              26


         (e)      The Indemnified Party and the Indemnifying Party shall
                  cooperate in order to ensure the proper and adequate defense
                  of a Third Party Claim, including by providing access to each
                  other's relevant business records and other documents, and
                  employees; it being understood that the reasonable costs and
                  expenses of the Indemnified Party relating thereto shall be
                  Liabilities.

         (f)      The Indemnified Party and the Indemnifying Party shall use
                  commercially reasonable efforts to avoid production of
                  confidential information (consistent with Applicable Law), and
                  to cause all communications among employees, counsel and
                  others representing any party to a Third Party Claim to be
                  made so as to preserve any applicable attorney-client or
                  work-product privileges.

9.05     ADJUSTMENTS TO LIABILITIES

         (a)      If an Indemnified Party receives any payment from an
                  Indemnifying Party in respect of any Liabilities and the
                  Indemnified Party could have recovered all or a part of such
                  Liabilities from a Third Party (a "POTENTIAL CONTRIBUTOR")
                  based on the underlying claim or demand asserted against such
                  Indemnifying Party, such Indemnified Party shall, to the
                  extent permitted by Applicable Law, assign such of its rights
                  to proceed against the Potential Contributor as are necessary
                  to permit such Indemnifying Party to recover from the
                  Potential Contributor the amount of such payment.

         (b)      If notwithstanding Section 9.05(a) an Indemnified Party
                  receives an amount from a Third Party in respect of a
                  Liability that is the subject of indemnification hereunder
                  after all or a portion of such Liability has been paid by an
                  Indemnifying Party pursuant to this Article IX, the
                  Indemnified Party shall promptly remit to the Indemnifying
                  Party the excess (if any) of (i) the amount paid by the
                  Indemnifying Party in respect of such Liability, plus the
                  amount received from the Third Party in respect thereof, less
                  (ii) the full amount of the Liability.

         (c)      An insurer who would otherwise be obligated to pay any claim
                  shall not be relieved of the responsibility with respect
                  thereto or, solely by virtue of the indemnification provisions
                  hereof, have any subrogation rights with respect thereto, it
                  being expressly understood and agreed that no insurer or any
                  other Third Party shall be entitled to a "wind-fall" (i.e., a
                  benefit they would not be entitled to receive in the absence
                  of the indemnification provisions) by virtue of the
                  indemnification provisions hereof.

9.06     PAYMENTS

         The Indemnifying Party shall pay all amounts payable pursuant to this
         Article IX by wire transfer of immediately available funds, promptly
         following receipt from an Indemnified Party of a bill, together with
         all accompanying reasonably detailed back-up documentation, for a
         Liability that is the subject of indemnification hereunder, unless the
         Indemnifying Party in good faith disputes the Liability, in which event
         it shall so notify the Indemnified Party. In any event, the
         Indemnifying Party shall pay to the Indemnified


<PAGE>
                                                                              27


         Party, by wire transfer of immediately available funds, the amount of
         any Liability for which it is liable hereunder no later than three (3)
         days following any final determination of such Liability and the
         Indemnifying Party's liability therefor. A "final determination" shall
         exist when (i) the parties to the dispute have reached an agreement in
         writing, (ii) a court of competent jurisdiction shall have entered a
         final and non-appealable order or judgment, or (iii) an arbitration or
         like panel shall have rendered a final non-appealable determination
         with respect to disputes the parties have agreed to submit thereto.

9.07     CONTRIBUTION

         If the indemnification provided for in this Article IX shall, for any
         reason, be unavailable or insufficient to hold harmless the Indemnified
         Party hereunder in respect of any Liability, then each Indemnifying
         Party shall, in lieu of indemnifying such Indemnified Party, contribute
         to the amount paid or payable by such Indemnified Party as a result of
         such Liability, in such proportion as shall be sufficient to place the
         Indemnified Party in the same position as if such Indemnified Party
         were indemnified hereunder, the Parties intending that their respective
         contributions hereunder be as close as possible to the indemnification
         under Sections 9.02 and 9.03. If the contribution provided for in the
         previous sentence shall, for any reason, be unavailable or insufficient
         to put the Indemnified Party in the same position as if it were
         indemnified under Section 9.02 or 9.03, as the case may be, then the
         Indemnifying Party shall contribute to the amount paid or payable by
         such Indemnified Party as a result of such Liability, in such
         proportion as shall be appropriate to reflect the relative benefits
         received by and the relative fault of the Indemnifying Party on the one
         hand and the Indemnified Party on the other hand with respect to the
         matter giving rise to the Liability.

9.08     LITIGATION

         (a)      Litigation Transferred to Novelis. Notwithstanding anything to
                  the contrary in this Article IX, at the Effective Time,
                  responsibility for management of the litigation identified on
                  SCHEDULE 9.08(a) at the cost and expense of Novelis, which
                  Schedule may be updated by Alcan on or prior to the Effective
                  Time, shall be transferred from Alcan (or any other member of
                  Alcan Group) to Novelis. As of the Effective Time and
                  thereafter, Novelis shall manage the defense of each such
                  litigation, or prosecute same as applicable, and shall cause
                  the applicable other members of Novelis Group to do the same.
                  Alcan and the other members of Alcan Group must first obtain
                  the prior consent of Novelis or the relevant member of Novelis
                  Group for any action taken subsequent to the Effective Time in
                  connection with the litigation identified on SCHEDULE 9.08(a),
                  which consent shall not be unreasonably withheld or delayed.
                  All other matters relating to such litigation, including but
                  not limited to indemnification for such claims, shall be
                  governed by the provisions of Sections 9.01 through 9.07, 9.09
                  and 9.10.

         (b)      Litigation to be Defended by Alcan at Novelis's Expense.
                  Notwithstanding any contrary provisions in this Article IX,
                  Alcan shall defend, and shall cause the relevant other members
                  of Alcan Group to defend, or prosecute same as applicable, the
                  litigation identified on SCHEDULE 9.08(b), which Schedule may
                  be


<PAGE>
                                                                              28


                  updated by Alcan on or prior to the Effective Time, at the
                  cost and expense of Novelis. Novelis shall be responsible for
                  promptly reimbursing, or causing its Group members to promptly
                  reimburse, to Alcan, or upon the request of Alcan (or any
                  other member of Alcan Group) promptly advancing to Alcan (or
                  any other member of Alcan Group), any of its costs, including
                  attorneys' fees, incurred in defending such litigation. All
                  other matters relating to such litigation, including but not
                  limited to indemnification for such claims, shall be governed
                  by the provisions of Sections 9.01 through 9.07, 9.09 and
                  9.10.

         (c)      Cooperation. Alcan and Novelis shall cooperate, and shall
                  cause the other members of their respective Groups to
                  cooperate, with each other in the defense of any litigation
                  covered under this Section 9.08 and afford to each other
                  reasonable access upon reasonable advance notice to witnesses
                  and information that is reasonably required to defend or
                  prosecute such litigation as set forth in this Article IX. The
                  foregoing agreement to cooperate includes, but is not limited
                  to, an obligation to provide access to qualified assistance,
                  information, witnesses and documents to respond to discovery
                  requests in specific lawsuits. In such cases, cooperation
                  shall be timely so that the Party responding to discovery may
                  meet any court-imposed deadlines. In connection with any
                  matter contemplated by this Section 9.08, the Parties will
                  enter into a mutually acceptable joint defense agreement so as
                  to maintain to the extent practicable any applicable
                  attorney-client privilege or work product immunity of any
                  member of any Group.

         (d)      No Assignment. Nothing in this Section 9.08 shall be
                  considered or interpreted as an assignment by Alcan or any
                  other member of Alcan Group of any rights of action in
                  contravention of Article II hereof.

9.09     REMEDIES CUMULATIVE

         The remedies provided in this Article IX shall be cumulative and,
         subject to the provisions of Article XII, shall not preclude assertion
         by any Indemnified Party of any other rights or the seeking of any and
         all other remedies against any Indemnifying Party.

9.10     SURVIVAL OF INDEMNITIES

         The rights and obligations of each of Alcan and Novelis and their
         respective Indemnified Parties under this Article IX shall survive the
         distribution, sale or other transfer by any Party of any Assets or the
         delegation or assignment by it of any Liabilities.


                                  ARTICLE X -
                                    INSURANCE

10.01    INSURANCE MATTERS

         (a)      Novelis does hereby, for itself and each other member of
                  Novelis Group, agree that no member of Alcan Group or any
                  Alcan Indemnified Party shall have any liability whatsoever as
                  a result of the insurance policies and practices of Alcan


<PAGE>
                                                                              29


                  and its Affiliates as in effect at any time prior to the
                  Effective Time, including as a result of the level or scope of
                  any such insurance, the creditworthiness of any insurance
                  carrier, the terms and conditions of any policy, the adequacy
                  or timeliness of any notice to any insurance carrier with
                  respect to any claim or potential claim or otherwise.

         (b)      Alcan agrees to cause the interest and rights of Novelis and
                  the other members of Novelis Group as of the Effective Time as
                  insureds or beneficiaries or in any other capacity under
                  occurrence-based insurance policies and programs (and under
                  claims-made policies and programs to the extent a claim has
                  been submitted prior to the Effective Time) of Alcan or any
                  other member of Alcan Group in respect of periods prior to the
                  Effective Time to survive the Effective Time for the period
                  for which such interests and rights would have survived
                  without regard to the transactions contemplated hereby to the
                  extent permitted by such policies, and Alcan shall continue to
                  administer such policies and programs on behalf of Novelis and
                  the other members of Novelis Group, subject to Novelis
                  reimbursement to Alcan and the other relevant members of Alcan
                  Group for the actual out-of-pocket costs of such ongoing
                  administration and the internal costs (based on the proportion
                  of the amount of time actually spent on such matter to such
                  employee's normal working time) of any employee or agent of
                  Alcan of any other relevant member of Alcan Group who will be
                  required to spend at least ten percent of their normal working
                  time over any ten (10) Business Days working with respect to
                  any such matter. Any proceeds received by Alcan of any other
                  member of Alcan Group after the Effective Time under such
                  policies and programs in respect of Novelis and the other
                  members of Novelis Group shall be for the benefit of Novelis
                  and the other members of Novelis Group. Notwithstanding the
                  foregoing, such insurance proceeds payable in respect of
                  Novelis and the other members of Novelis Group for periods
                  prior to the Effective Time shall be for the benefit of Alcan
                  and its Affiliates (excluding, for greater certainty, Novelis
                  and the other members of Novelis Group) to the extent such
                  proceeds relate to expenditures that have been made prior to
                  the Effective Time.

         (c)      This Agreement is not intended as an attempted assignment of
                  any policy of insurance or as a contract of insurance and
                  shall not be construed to waive any right or remedy of any
                  member of Alcan Group in respect of any insurance policy or
                  any other contract or policy of insurance.

         (d)      Nothing in this Agreement shall be deemed to restrict any
                  member of Novelis Group from acquiring at its own expense any
                  other insurance policy in respect of any Liabilities or
                  covering any period.


<PAGE>
                                                                              30


                                  ARTICLE XI -
                    EXCHANGE OF INFORMATION; CONFIDENTIALITY

11.01    AGREEMENT FOR EXCHANGE OF INFORMATION; ARCHIVES

         Without limiting any rights or obligations under any Ancillary
         Agreement between the Parties and/or any other member of their
         respective Groups relating to confidentiality, each of Alcan and
         Novelis agrees to provide, and to cause its Representatives, its Group
         members and its respective Group members' Representatives to provide,
         to the other Group and any member thereof (a "REQUESTING PARTY"), at
         any time before, on or after the Effective Date, subject to the
         provisions of Section 11.04 and as soon as reasonably practicable after
         written request therefor, any Information within the possession or
         under the control of such Party or one of such Persons which the
         Requesting Party reasonably needs (i) to comply with reporting,
         disclosure, filing or other requirements imposed on the Requesting
         Party (including under applicable securities laws) by a Governmental
         Authority having jurisdiction over the Requesting Party, (ii) for use
         in any other judicial, regulatory, administrative or other proceeding
         or in order to satisfy audit, accounting, claims, regulatory,
         litigation of the Requesting Party or similar requirements, in each
         case other than claims or allegations that one Party to this Agreement
         or any of its Group members has or brings against the other Party or
         any of its Group members, or (iii) subject to the foregoing clause (ii)
         above, to comply with its obligations under this Agreement or any
         Ancillary Agreement; provided, however, that in the event that any
         Party determines that any such provision of Information could be
         commercially detrimental, violate any Applicable Law or agreement, or
         waive any attorney-client privilege, the Parties shall take all
         reasonable measures to permit the compliance with such obligations in a
         manner that avoids any such harm or consequence. More particularly, and
         without limitation to the generality of the foregoing sentence, the
         Parties agree that the provisions of the Tax Sharing and Disaffiliation
         Agreement shall govern with respect to the sharing of Information
         relating to Tax and to the extent governed thereby, the provisions of
         this Article XI shall not apply.

         After the Effective Time, Novelis and the other members of Novelis
         Group shall have access during regular business hours (as in effect
         from time to time), and upon reasonable advance notice, to the
         documents and objects of historic significance that relate to the
         Separated Businesses, the Separated Assets or the Separated Entities
         and that are located in archives retained or maintained by Alcan or any
         other member of Alcan Group. Novelis and the other members of Novelis
         Group may obtain copies (but not originals) of documents for bona fide
         business purposes and may obtain objects for exhibition purposes for
         commercially reasonable periods of time if required for bona fide
         business purposes, provided that Novelis shall cause any such objects
         to be returned promptly, at Novelis's expense, in the same condition in
         which they were delivered to Novelis or any other member of Novelis
         Group and Novelis and the other members of Novelis Group shall comply
         with any rules, procedures or other requirements, and shall be subject
         to any restrictions (including prohibitions on removal of specified
         objects), that are then applicable to Alcan or such other member of
         Alcan Group. In any event, the foregoing shall not be deemed to
         restrict the access of Alcan or any other member of Alcan Group to any
         such documents or objects. Nothing herein shall be deemed to impose any


<PAGE>
                                                                              31


         Liability on Alcan or any other member of Alcan Group if documents or
         objects referred to in this Section 11.01 are not maintained or
         preserved by Alcan or any other member of Alcan Group.

         Alternatively, Alcan, acting reasonably, may request from Novelis and
         any other member of Novelis Group that they provide it, with reasonable
         advance notice, with a list of the requested Information that relates
         to the Separated Businesses, the Separated Assets or the Separated
         Entities and Alcan shall use, and shall cause the other members of
         Alcan Group who are in possession of the Information requested to use,
         commercially reasonable efforts to locate all requested Information
         that is owned or possessed by Alcan or any of its Group members or
         Representatives. Alcan will make available all such Information for
         inspection by Novelis or any other relevant member of Novelis Group
         during normal business hours at the place of business reasonably
         designated by Alcan. Subject to such confidentiality or security
         obligations as Alcan or the other relevant members of its Group may
         reasonably deem necessary, Novelis and the other relevant members of
         Novelis Group may have all requested Information duplicated.
         Alternatively, Alcan or the other relevant members of Alcan Group may
         choose to deliver to Novelis, at Novelis's expense, all requested
         Information in the form reasonably requested by Novelis or any other
         member of Novelis Group. At Alcan's request, Novelis shall cause such
         Information when no longer needed to be returned to Alcan at Novelis's
         expense.

11.02    OWNERSHIP OF INFORMATION

         Any Information owned by a Party or any of its Group members and that
         is provided to a requesting party pursuant to Section 11.01 shall be
         deemed to remain the property of the providing party. Unless
         specifically set forth herein or in any Ancillary Agreement, nothing
         contained in this Agreement shall be construed as granting or
         conferring rights of license or otherwise in any such Information.

11.03    COMPENSATION FOR PROVIDING INFORMATION

         The Party requesting Information agrees to reimburse the other Party
         for the reasonable costs, if any, of creating, gathering and copying
         such Information, to the extent that such costs are incurred for the
         benefit of the Requesting Party. Except as may be otherwise
         specifically provided elsewhere in this Agreement, in the Ancillary
         Agreements, or in any other agreement between the Parties, such costs
         shall be computed in accordance with the providing Party's standard
         methodology and procedures.

11.04    RECORD RETENTION

         To facilitate the possible exchange of Information pursuant to this
         Article XI and other provisions of this Agreement after the Effective
         Time, the Parties agree to use commercially reasonable efforts to
         retain, and to cause the members of their respective Group to retain,
         all Information in their respective possession or control on the
         Effective Date in accordance with the policies of Alcan Group as in
         effect on the Effective Date or such other policies as may be
         reasonably adopted by the appropriate Party after the Effective Date.



<PAGE>
                                                                              32


         No Party will destroy, or permit any member of its Group to destroy,
         any Information which the other Party or any member of its Group may
         have the right to obtain pursuant to this Agreement prior to the fifth
         (5th) anniversary of the Effective Date without first using
         commercially reasonable efforts to notify the other Party of the
         proposed destruction and giving the other Party the opportunity to take
         possession of such Information prior to such destruction.

11.05    OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION

         The rights and obligations granted or created under this Article XI are
         subject to any specific limitations, qualifications or additional
         provisions on the sharing, exchange, retention or confidential
         treatment of Information set forth in any Ancillary Agreement.

11.06    PRODUCTION OF WITNESSES; RECORDS; COOPERATION

         (a)      After the Effective Time, but only with respect to a
                  Third-Party Claim, each Party hereto shall use commercially
                  reasonable efforts to, and shall cause the other relevant
                  members of its Group to use commercially reasonable efforts
                  to, make available to the other Party or any member of the
                  Group to which belongs the other Party, upon written request,
                  its then former and current Representatives (and the former
                  and current Representatives of its respective Group members)
                  as witnesses and any books, records or other documents within
                  its control (or that of its respective Group members) or which
                  it (or its respective Group members) otherwise has the ability
                  to make available, to the extent that any such person (giving
                  consideration to business demands of such Representatives) or
                  books, records or other documents may reasonably be required
                  in connection with any Action in which the Requesting Party
                  may from time to time be involved, regardless of whether such
                  Action is a matter with respect to which indemnification may
                  be sought hereunder. The Requesting Party shall bear all costs
                  and expenses in connection therewith.

         (b)      If a Party, being entitled to do so under this Agreement,
                  chooses to defend or to seek to settle or compromise any
                  Third-Party Claim, the other Party shall use commercially
                  reasonable efforts to make available to such Party, upon
                  written request, its then former and current Representatives
                  and those of its respective Group members as witnesses and any
                  books, records or other documents within its control (or that
                  of its respective Group members) or which it (or its
                  respective Group members) otherwise has the ability to make
                  available, to the extent that any such person (giving
                  consideration to business demands of such Representatives) or
                  books, records or other documents may reasonably be required
                  in connection with such defense, settlement or compromise, as
                  the case may be, and shall otherwise cooperate in such
                  defense, settlement or compromise, as the case may be.

         (c)      Without limiting the foregoing, the Parties shall cooperate
                  and consult, and shall cause their respective Group members to
                  cooperate and consult, to the extent


<PAGE>
                                                                              33


                  reasonably necessary with respect to any Actions (except in
                  the case of an Action by one Party against the other).

         (d)      The obligation of the Parties to provide witnesses pursuant to
                  this Section 11.06 is intended to be interpreted in a manner
                  so as to facilitate cooperation and shall include the
                  obligation to provide as witnesses inventors and other
                  employees without regard to whether the witness or the
                  employer of the witness could assert a possible business
                  conflict (subject to the exception set forth in the first
                  sentence of Section 11.06(a)).

         (e)      In connection with any matter contemplated by this Section
                  11.06, the Parties will enter into, and shall cause all other
                  relevant members of their respective Groups to enter into, a
                  mutually acceptable joint defense agreement so as to maintain
                  to the extent practicable any applicable attorney-client
                  privilege or work-product privileges of any member of any
                  Group.

11.07    CONFIDENTIALITY

         (a)      Subject to Section 11.08, each of Alcan and Novelis shall
                  hold, and shall cause its respective Group members and its
                  respective Affiliates (whether now an Affiliate or hereafter
                  becoming an Affiliate) and its Representatives to hold, in
                  strict confidence, with at least the same degree of care that
                  applies to Alcan's confidential and proprietary Information
                  pursuant to policies in effect as of the Effective Date, all
                  confidential and proprietary Information concerning the other
                  Group (or any member thereof) that is either in its possession
                  (including Information in its possession prior to the date
                  hereof) or furnished by the other Group (or any member
                  thereof) or by any of its Affiliates (whether now an Affiliate
                  or hereafter becoming an Affiliate) or their respective
                  Representatives at any time pursuant to this Agreement or any
                  Ancillary Agreement or the transactions contemplated hereby or
                  thereby (any such Information referred to herein as
                  "CONFIDENTIAL INFORMATION"), and shall not use, and shall
                  cause its respective Group members, Affiliates and
                  Representatives not to use, any such Confidential Information
                  other than for such purposes as shall be expressly permitted
                  hereunder or thereunder. Notwithstanding the foregoing,
                  Confidential Information shall not include Information that is
                  or was (i) in the public domain other than by the breach of
                  this Agreement or by breach of any other agreement relating to
                  confidentiality between or among the Parties and/or their
                  respective Group members, their respective Affiliates or
                  Representatives, (ii) lawfully acquired by such Party (or any
                  member of the Group to which such Party belongs or any of such
                  Party's Affiliates) from a Third Party not bound by a
                  confidentiality obligation, or (iii) independently generated
                  or developed by Persons who do not have access to, or
                  descriptions of, any such confidential or proprietary
                  Information of the other Party (or any member of the Group to
                  which such Party belongs).

         (b)      Each Party shall maintain, and shall cause its respective
                  Group members to maintain, policies and procedures, and
                  develop such further policies and


<PAGE>
                                                                              34


                  procedures as will from time to time become necessary or
                  appropriate, to ensure compliance with this Section 11.07(a).

         (c)      Each Party agrees not to release or disclose, or permit to be
                  released or disclosed, any Confidential Information to any
                  other Person, except its Representatives who need to know such
                  Confidential Information (who shall be advised of their
                  obligations hereunder with respect to such Confidential
                  Information), except in compliance with Section 11.08. Without
                  limiting the foregoing, when any Information furnished by the
                  other Party after the Effective Time pursuant to this
                  Agreement or any Ancillary Agreement is no longer needed for
                  the purposes contemplated by this Agreement or any Ancillary
                  Agreement, each Party will promptly, after request of the
                  other Party and at the election of the Party receiving such
                  request, return to the other Party all such Information in a
                  printed or otherwise tangible form (including all copies
                  thereof and all notes, extracts or summaries based thereon)
                  and destroy all Information in an electronic or otherwise
                  intangible form and certify to the other Party that it has
                  destroyed such Information (and such copies thereof and such
                  notes, extracts or summaries based thereon). Notwithstanding
                  the foregoing, the Parties agree that to the extent some
                  Information to be destroyed or returned is retained as data or
                  records for the purpose of business continuity planning or is
                  otherwise not accessible in the Ordinary Course of Business,
                  such data or records shall be destroyed in the Ordinary Course
                  of Business in accordance, if applicable, with the business
                  continuity plan of the applicable Party.

11.08    PROTECTIVE ARRANGEMENTS

         In the event that any Party or any member of its Group or any Affiliate
         of such Party or any of their respective Representatives either
         determines on the advice of its counsel that it is required to disclose
         any Confidential Information (the "DISCLOSING PARTY") pursuant to
         Applicable Law or receives any demand under lawful process or from any
         Governmental Authority to disclose or provide Confidential Information
         of the other Party (or any member of the Group to which such Party
         belongs), the Disclosing Party shall, to the extent permitted by
         Applicable Law, promptly notify the other Party prior to the Disclosing
         Party disclosing or providing such Confidential Information and shall
         use commercially reasonable efforts to cooperate with the Requesting
         Party so that the Requesting Party may seek any reasonable protective
         arrangements or other appropriate remedy and/or waive compliance with
         this Section 11.08. All expenses reasonably incurred by the Disclosing
         Party in seeking a protective order or other remedy will be borne by
         the Requesting Party. Subject to the foregoing, the Disclosing Party
         may thereafter disclose or provide such Confidential Information to the
         extent (but only to the extent) required by such Applicable Law (as so
         advised by legal counsel) or by lawful process or by such Governmental
         Authority and shall promptly provide the Requesting Party with a copy
         of the Confidential Information so disclosed, in the same form and
         format as disclosed, together with a list of all Persons to whom such
         Confidential Information was disclosed.

<PAGE>
                                                                              35

11.09    DISCLOSURE OF THIRD PARTY INFORMATION

         Novelis acknowledges that it and the other members of Novelis Group may
         have in its or their possession confidential or proprietary Information
         of Third Parties that was received under confidentiality or
         non-disclosure agreements with such Third Party while part of Alcan
         Group. Novelis will hold, and will cause the other members of its Group
         and its and their respective Representatives to hold, in strict
         confidence the confidential and proprietary Information of Third
         Parties to which Novelis or any other member of Novelis Group has
         access, in accordance with the terms of any agreements entered into
         prior to the Effective Time between one or more members of Alcan Group
         (whether acting through, on behalf of, or in connection with, the
         Separated Businesses) and such Third Parties.

                                  ARTICLE XII-
                               DISPUTE RESOLUTION

12.01    Disputes

         The provisions of this Article XII shall govern all disputes,
         controversies or claims (whether arising in contract, delict, tort or
         otherwise) between the Parties that may arise out of, or relate to, or
         arise under or in connection with, this Agreement or the transactions
         contemplated hereby (including all actions taken in furtherance of the
         transactions contemplated hereby on or prior to the date hereof), or
         the commercial or economic relationship of the Parties relating hereto
         or thereto (a "DISPUTE").

12.02    Negotiation

         The Parties hereby undertake to attempt in good faith to resolve any
         Dispute by way of negotiation between senior executives who have
         authority to settle such Dispute. In furtherance of the foregoing, any
         Party may initiate the negotiation by way of a notice (an "ESCALATION
         NOTICE") demanding an in-person meeting involving representatives of
         the Parties at a senior level of management of the Parties (or if the
         Parties agree, of the appropriate strategic business unit or division
         within such Party). A copy of any Escalation Notice shall be given to
         the Chief Legal Officer of each Party (which copy shall state that it
         is an Escalation Notice pursuant to this Agreement). Any agenda,
         location or procedures for such negotiation may be established by the
         Parties from time to time; provided, however, that the negotiation
         shall be completed within thirty (30) days of the date of the
         Escalation Notice or within such longer period as the Parties may agree
         in writing prior to the expiration of the initial thirty-day period.

12.03    Mediation

         (a)   If the Dispute has not been resolved by negotiation as provided
               in Section 12.02 within thirty (30) days of the date of the
               Escalation Notice or such extended period as may be agreed by the
               Parties, or should the Parties fail to meet within the said
               thirty-day period, the Parties shall endeavour to settle the
               Dispute by mediation. The Party wishing to refer a Dispute to
               mediation shall give written


<PAGE>
                                                                              36

               notice to the other (the "MEDIATION NOTICE") describing the
               Dispute, requiring that the Dispute be submitted to mediation and
               proposing the name of a suitable person to be appointed mediator.

         (b)   If the other Party rejects the proposed mediator and the Parties
               are unable to agree on a mediator within fifteen (15) days of the
               Mediation Notice, then either Party may request the CPR Institute
               for Dispute Resolution to appoint a mediator from the CPR Panel
               of Distinguished Neutrals.

         (c)   The mediator shall be entitled to make recommendations to the
               Parties which, unless the Parties agree otherwise, shall not be
               binding upon them.

         (d)   The mediation shall continue until the earliest to occur of the
               following: (i) the Parties reach agreement as to the resolution
               of the Dispute, (ii) the mediator makes a finding that there is
               no possibility of resolution through mediation, or (iii) sixty
               (60) days have elapsed since the appointment of the mediator.

         (e)   Each Party shall bear its own costs in connection with the
               mediation; the fees and disbursements of the mediator shall be
               borne equally by the Parties.

         (f)   If the Parties accept any recommendation made by the mediator or
               otherwise reach agreement as to the resolution of the Dispute,
               such agreement shall be recorded in writing and signed by the
               Parties, whereupon it shall become binding upon the Parties and
               have, as between them, the authority of a final judgment or
               arbitral award (res judicata).

         (g)   The mediation shall be confidential and neither the Parties
               (including their auditors and insurers) nor their counsel and any
               Person necessary to the conduct of the mediation nor the mediator
               or any other neutral involved in the mediation shall disclose the
               existence, content (including submissions made, positions adopted
               and any evidence or documents presented or exchanged), or outcome
               of any mediation hereunder without the prior written consent of
               the Parties, except as may be required by Applicable Law or the
               applicable rules of a stock exchange.

         (h)   In the event that a Dispute is referred to arbitration in
               accordance with Section 12.04 below, the mediator or any other
               neutral involved in the mediation shall not take part in the
               arbitration, whether as a witness or otherwise, and any
               recommendation made by him in connection with the mediation shall
               not be relied upon by either Party without the consent of the
               other Party and of the mediator or neutral, and neither Party
               shall make use or rely upon information supplied, positions
               adopted, or arguments raised, by the other Party in the
               mediation.

         (i)   Subject to the right of the Parties to seek interim or
               conservatory relief from a court of competent jurisdiction, as
               provided below in Section 12.04(e), neither Party shall be
               entitled to refer a Dispute to arbitration unless the dispute has
               first been the subject of an Escalation Notice and been referred
               to mediation in accordance with Sections 12.02 and 12.03.

<PAGE>
                                                                              37

12.04    Arbitration

         (a)   Any Dispute which has not been resolved by negotiation or
               mediation as provided herein shall, upon the request of either
               Party, be referred to and finally resolved by arbitration in
               accordance with the Arbitration Rules of the London Court of
               International Arbitration ("LCIA") then in force (the "LCIA
               RULES").

         (b)   The arbitral tribunal shall consist of three arbitrators. The
               place of arbitration shall be Montreal, Canada. The language of
               the arbitration shall be English.

         (c)   The costs of the arbitration shall be specified by the arbitral
               tribunal and shall be borne by the unsuccessful Party, unless the
               arbitral tribunal, in its discretion, determines a different
               apportionment, taking all relevant circumstances into account.
               The costs of arbitration include, in addition to the costs of the
               arbitration as determined by the LCIA Court under Article 28.1 of
               the LCIA Rules, the legal and other costs incurred by the
               Parties, including: (i) the reasonable travel and other expenses
               of witnesses; (ii) the reasonable fees and expenses of expert
               witnesses; and (iii) the costs of legal representation and
               assistance, to the extent that the arbitral tribunal determines
               that the amount of such costs is reasonable.

         (d)   The arbitral tribunal shall endeavour to issue its award within
               sixty (60) days of the last hearing of the substantive issues in
               dispute between the Parties; however, the arbitral tribunal shall
               not lose jurisdiction if it fails to respect this delay. The
               arbitral award shall be final and binding.

         (e)   For the purposes of any interim or conservatory measure that may
               be sought in aid of the arbitration proceedings, including for
               the purpose of enforcing the non-solicitation and non-competition
               provisions and other covenants of Sections 14.02, 14.03 and
               14.04, the Parties hereby irrevocably submit to the non-exclusive
               jurisdiction of the competent court in the judicial district of
               Montreal, Canada, and waive any right to invoke, and they hereby
               agree not to invoke, any claim of forum non conveniens,
               inconvenient forum, or transfer or change of venue. Without
               prejudice to such interim or conservatory remedies as may be
               obtained from a competent court, the arbitral tribunal shall have
               full authority to grant interim or conservatory remedies and to
               award damages for the failure of any Party to respect the
               arbitral tribunal's orders to that effect.

         (f)   Neither the Parties (including their auditors and insurers) nor
               their counsel and any Person necessary to the conduct of the
               arbitration nor the arbitrators shall disclose the existence,
               content (including submissions and any evidence or documents
               presented or exchanged), or outcome of any arbitration hereunder
               without the prior written consent of the Parties, except as may
               be required by Applicable Law or the applicable rules of a stock
               exchange.

<PAGE>
                                                                              38


                                  ARTICLE XIII-
                               FURTHER ASSURANCES

13.01    FURTHER ASSURANCES

         (a)   Except as provided in Sections 3.08 and 4.03, each Party
               covenants with and in favour of the other Party as follows:

               (i)    prior to, on and after the Effective Date, each Party
                      hereto shall, and shall cause the other relevant members
                      of its Group to, cooperate with the other Party, and
                      without any further consideration, but at the expense of
                      the requesting Party, to execute, acknowledge and deliver,
                      or use commercially reasonable efforts to cause to be
                      executed and delivered, all instruments, assurances or
                      documents, including instruments of conveyance,
                      assignments and transfers, and to make all filings with,
                      and to obtain all consents, approvals or authorizations
                      of, any Governmental Authority or any other Person under
                      any permit, license, agreement, indenture or other
                      instrument (including any Consents or Governmental
                      Authorizations), and to take all such other actions as
                      such Party may reasonably be requested to take by the
                      other Party hereto (or any member of its Group) from time
                      to time, consistent with the terms of this Agreement and
                      the Ancillary Agreements, in order to give effect to the
                      provisions, obligations and purposes of this Agreement and
                      the Ancillary Agreements and the transfers of the
                      Separated Businesses and of the Separated Assets and the
                      assignment and assumption of the Assumed Liabilities and
                      the other transactions contemplated hereby and thereby;

               (ii)   To the extent that Alcan or Novelis discovers at any time
                      during the two (2) years following the Effective Time any
                      Asset with respect to which there is clear and convincing
                      evidence that such Asset was intended to be transferred to
                      Novelis or any other member of Novelis Group pursuant to
                      this Agreement was not so transferred at the Effective
                      Time, Alcan shall, or shall cause the other relevant
                      members of its Group to promptly, assign and transfer to
                      Novelis or any other member of Novelis Group reasonably
                      designated by Novelis such Asset and all right, title and
                      interest therein in a manner and on the terms consistent
                      with the relevant provisions of this Agreement, including,
                      without limitation, Section 2.08(b). Similarly, to the
                      extent that Alcan or Novelis discovers at any time during
                      the two (2) years following the Effective Time any Asset
                      with respect to which there is clear and convincing
                      evidence that such Asset was intended to be retained by
                      Alcan or any other member of Alcan Group was not so
                      retained at the Effective Time, Novelis shall, or shall
                      cause the other relevant members of its Group to promptly
                      to, assign and transfer to Alcan or any other member of
                      Alcan Group reasonably designated by Alcan such Asset and
                      all right, title and interest therein in a manner and on
                      the terms consistent with the relevant provisions of this
                      Agreement, including, without limitation, Section 2.08(b).
                      For the avoidance of doubt, the


<PAGE>
                                                                              39


                    transfer of any Assets under this paragraph (a) shall be
                    effected without any additional consideration by either
                    Party hereunder (such deferred transfers being referred to
                    as "DEFERRED TRANSACTIONS").

         (b)   On or prior to the Effective Date, Alcan and Novelis, in their
               respective capacities as direct and indirect parent companies of
               the members of their respective Groups, shall each approve or
               ratify any actions of the members of their respective Groups as
               may be necessary or desirable to give effect to the transactions
               contemplated by this Agreement and the Ancillary Agreements.

         (c)   Prior to the Effective Date, if a Party identifies any commercial
               or other service that is needed to assure a smooth and orderly
               transition of the businesses in connection with the consummation
               of the transactions contemplated hereby, and that is not
               otherwise governed by the provisions of this Agreement or any
               Ancillary Agreement, the Parties will cooperate in determining
               whether there is a mutually acceptable arm's-length basis on
               which the other Party can provide such service.

                                  ARTICLE XIV-
                              CERTAIN OTHER MATTERS

14.01    AUDITORS AND AUDITS; ANNUAL AND QUARTERLY FINANCIAL STATEMENTS
         AND ACCOUNTING

         Each Party agrees that during the one hundred and twenty (120) days
         following the Effective Time and in any event solely with respect to
         the preparation and audit of each of Alcan's and Novelis' financial
         statements for the year ended December 31, 2004, the printing, filing
         and public dissemination of such financial statements, the audit of
         Alcan's internal control over financial reporting and management's
         assessment thereof and management's assessment of Alcan's disclosure
         controls and procedures, in each case made as of December 31, 2004:

         (a)   Date of Auditors' Opinion. Novelis shall use commercially
               reasonable efforts to enable Novelis's Auditors ("NOVELIS'S
               AUDITORS") to complete their audit such that they will date their
               opinion on Novelis's audited annual financial statements on the
               same date that Alcan's auditors ("ALCAN'S AUDITORS") date their
               opinion on Alcan's audited annual financial statements, and to
               enable Alcan to meet its timetable for the printing, filing and
               public dissemination of Alcan's annual financial statements.

         (b)   Annual Financial Statements. Novelis shall provide to Alcan on a
               timely basis all Information that Alcan reasonably requires to
               meet its schedule for the preparation, printing, filing, and
               public dissemination of Alcan's annual financial statements and
               for management's assessment of the effectiveness of Alcan's
               disclosure controls and procedures and Alcan's internal control
               over financial reporting in accordance with Items 307 and 308,
               respectively, of Regulation S-K and Alcan's Auditors' audit of
               Alcan's internal control over financial reporting and
               management's assessment thereof in accordance with Section 404 of
               the

<PAGE>
                                                                              40


               Sarbanes-Oxley Act of 2002 and the SEC's and Public Company
               Accounting Oversight Board's rules and auditing standards
               thereunder (such assessments and audit being referred to as the
               "2004 INTERNAL CONTROL AUDIT AND MANAGEMENT ASSESSMENTS").
               Without limiting the generality of the foregoing, Novelis will
               provide all required financial and other Information with respect
               to Novelis and its Subsidiaries to Novelis's Auditors in a
               sufficient and reasonable time and in sufficient detail to permit
               Novelis's Auditors to take all steps and perform all reviews
               necessary to provide sufficient assistance to Alcan's Auditors
               with respect to Information to be included or contained in
               Alcan's annual financial statements and to permit Alcan's
               Auditors and Alcan's management to complete the 2004 Internal
               Control Audit and Management Assessments. Similarly, Alcan shall
               provide to Novelis on a timely basis all Information that Novelis
               reasonably requires to meet its schedule for the preparation,
               printing, filing, and public dissemination of Novelis's annual
               financial statements. Without limiting the generality of the
               foregoing, Alcan will provide all required financial Information
               with respect to Alcan and its Subsidiaries to Alcan's Auditors in
               a sufficient and reasonable time and in sufficient detail to
               permit Alcan's Auditors to take all steps and perform all reviews
               necessary to provide sufficient assistance to Novelis's Auditors
               with respect to Information to be included or contained in
               Novelis's annual financial statements.

         (c)   Access to Personnel and Books and Records. Novelis shall
               authorize Novelis's Auditors to make available to Alcan's
               Auditors both the personnel who performed or are performing the
               annual audits of Novelis and work papers related to the annual
               audits of Novelis, in all cases within a reasonable time prior to
               Novelis's Auditors' opinion date, so that Alcan's Auditors are
               able to perform the procedures they consider necessary to take
               responsibility for the work of Novelis's Auditors as it relates
               to Alcan's Auditors' report on Alcan's financial statements, all
               within sufficient time to enable Alcan to meet its timetable for
               the printing, filing and public dissemination of Alcan's annual
               financial statements. Similarly, Alcan shall authorize Alcan's
               Auditors to make available to Novelis's Auditors both the
               personnel who performed or are performing the annual audits of
               Alcan and work papers related to the annual audits of Alcan, in
               all cases within a reasonable time prior to Alcan's Auditors'
               opinion date, so that Novelis's Auditors are able to perform the
               procedures they consider necessary to take responsibility for the
               work of Alcan's Auditors as it relates to Novelis's Auditors'
               report on Novelis's financial statements, all within sufficient
               time to enable Novelis to meet its timetable for the printing,
               filing and public dissemination of Novelis's annual financial
               statements. Novelis shall make available to Alcan's Auditors and
               Alcan's management Novelis' personnel and Novelis books and
               records in a reasonable time prior to Alcan's Auditors' opinion
               date and Alcan's management's assessment date so that Alcan's
               Auditors and Alcan's management are able to perform the
               procedures they consider necessary to conduct the 2004 Internal
               Control Audit and Management Assessments.

         (d)   Reports Generally. Each Novelis Group member that files
               information with the SEC will deliver to Alcan a substantially
               final draft, as soon as the same is

<PAGE>
                                                                              41


               prepared, of the first report to be filed with the SEC that
               includes Novelis's audited financial statements for the year
               ended December 31, 2004 (the "NOVELIS ANNUAL REPORT"); provided,
               however, that Novelis may continue to revise such Novelis Annual
               Report prior to the filing thereof in order to make corrections
               and non-substantive changes which corrections and changes will be
               delivered to Alcan as soon as practicable; provided, further,
               that Alcan's and Novelis's personnel will actively consult with
               each other regarding any changes (whether or not substantive)
               which Novelis may consider making to the Novelis Annual Report
               and related disclosures prior to the anticipated filing with the
               SEC, with particular focus on any changes which would have an
               effect upon Alcan's financial statements or related disclosures.

         Nothing in this Section 14.01 shall require Novelis to violate any
         agreement with any Third Party regarding the confidentiality of
         confidential and proprietary Information relating to that Third Party
         or its business; provided, however, that in the event that Novelis is
         required under this Section 14.01 to disclose any such Information,
         such Party shall use commercially reasonable efforts to seek to obtain
         such Third Party Consent to the disclosure of such Information.

14.02    NON-SOLICITATION OF EMPLOYEES

         Each Party covenants, agrees and undertakes for itself and each other
         member of the Group to which such Party belongs, that, except with the
         written approval of the other Party, no Party nor any member of the
         Group to which such Party belongs shall, for a period of two (2) years
         following the Effective Date, (a) directly or indirectly solicit for
         employment or recruit the employees of the other Party or the employees
         of any member of the Group to which such other Party belongs, or induce
         or attempt to induce any employee of the other Party or any employee of
         any member of the Group to which such other Party belongs, to terminate
         or cease his or her relationship with such other Party or with such
         member of the Group to which such other Party belongs, or (b) enter
         into any employment, consulting, independent contractor or similar
         arrangement with any employee or former employee of the other Party or
         employee or former employee of any member of the Group to which such
         other Party belongs, until one (1) year after the effective date of the
         termination of such employee's employment with the other Party or with
         any member of the Group to which such other Party belongs, provided
         that the foregoing subclause (b) shall not apply to former employees
         whose employment has been terminated (x) by the employer (with or
         without cause) or (y) by mutual agreement between the employee and
         employer. For greater certainty, nothing herein shall prevent Novelis
         or any other member of Novelis Group from employing employees in
         accordance with the terms of the Employee Matters Agreement.

         The prohibition on solicitation and inducement set out in the foregoing
         subclause (a) shall not apply to actions taken by a Party or by any
         member of the Group to which such Party belongs (i) as a result of an
         employee's affirmative response to a general recruitment effort carried
         out through a public solicitation or a general solicitation for
         employment including through the use of a recruitment agent provided
         that the name of a specific


<PAGE>
                                                                              42


         employee or group of employees is not given to such agency or (ii) as a
         result of an employee's initiative.

         Each Party understands and agrees that the other Party shall suffer
         irreparable and substantial harm in the event that such Party breaches
         any of its obligations under this Section 14.02 and that monetary
         damages shall be inadequate to compensate for the breach. Accordingly,
         each Party agrees that, in the event of a breach or threatened breach
         by such Party of any of the provisions of this Section 14.02, the other
         Party, in addition to and not in limitation of any other rights,
         remedies or damages available to the other Party under Applicable Law
         or in equity, shall be entitled to equitable remedies, including
         provisional, interlocutory and permanent injunctive relief in order to
         prevent or to restrain any such breach by such Party or by any or all
         of such Party's Group members, employees, agents, representatives and
         any and all Persons directly or indirectly acting for, on behalf of or
         with such Party.

14.03    NON-COMPETITION

         (a)   Novelis covenants, agrees and undertakes, for itself and each
               other member of Novelis Group (whether now a member of Novelis
               Group or hereafter becoming a member of Novelis Group), and it
               shall cause any such member, not to engage, directly or
               indirectly, in any manner whatsoever, in any of the following
               businesses or activities, either alone or in concert or in
               conjunction with any other Person, in any capacity whatsoever,
               including as a shareholder, partner, provider of funds, advisor
               of, employer, principal, mandator, agent, mandatary, joint
               venturer, consultant, supplier or through any form of Business
               Concern in which it has an economic interest, during the
               Standstill Period and the Restricted Period:

               (i)    the Aerospace Products Business; and

               (ii)   the Plate Business.

         (b)   In the event that Novelis refuses, neglects or fails to comply
               with any of its obligations pursuant to Section 14.03(a) and such
               default is not remedied within forty-five (45) days following the
               receipt of a notice signed by Alcan indicating the default
               complained of (a "NON COMPETE BREACH"), then Alcan may, at its
               option and without prejudice to any other recourse which may be
               available to Alcan under Applicable Law or in equity by reason of
               the occurrence of a Non Compete Breach, terminate any or all of
               the following, upon notice to Novelis, and the termination shall
               take effect immediately upon Alcan providing such notice to
               Novelis:

               (i)    any or all of the Metal Supply Agreements;

               (ii)   any or all of the intellectual property licenses granted
                      or to be granted to Novelis or any other member of Novelis
                      Group or any Affiliates of Novelis in the Intellectual
                      Property Agreements;

               (iii)  the Transitional Services Agreement with respect to any
                      one or more specific Services (and the corresponding
                      Transition Service Schedules)


<PAGE>
                                                                              43


                      provided by Alcan or any other member of Alcan Group or
                      all of the Services provided by Alcan or any other member
                      of Alcan Group under the Transitional Services Agreement;
                      and

               (iv)   any or all of the Technical Services Agreements.

         (c)   Novelis understands and agrees that Alcan shall suffer
               irreparable and substantial harm in the event that Novelis
               breaches any of its obligations under this Section 14.03 and that
               monetary damages shall be inadequate to compensate for the
               breach. Accordingly, Novelis agrees that, in the event of a
               breach or threatened breach by Novelis of any of the provisions
               of this Section 14.03, Alcan, in addition to and not in
               limitation of any other rights, remedies or damages available to
               Alcan under Applicable Law or in equity, shall be entitled to
               equitable remedies, including provisional, interlocutory and
               permanent injunctive relief in order to prevent or to restrain
               any such breach by Novelis, or by any or all of Novelis' Group
               members, partners, co-venturers, employees, agents,
               representatives and any and all Persons directly or indirectly
               acting for, on behalf of or with Novelis.

         (d)   Novelis has carefully considered the nature and extent of the
               restrictive covenants set forth in this Section 14.03 and agrees
               that the same are reasonable, including with respect to duration
               and scope of activity, in light of the circumstances as they
               exist on the date upon which this Agreement is executed,
               including, but not limited to, Alcan's and Novelis's material
               economic interest in the transactions contemplated in this
               Agreement, and that the restrictive covenants set forth in this
               Section 14.03 are necessary to protect Alcan's legitimate
               interests. Novelis acknowledges (i) that Alcan would not have
               proceeded with the Arrangement had Novelis not agreed to the
               restrictive covenants set forth in this Section 14.03, and (ii)
               that Alcan would be irreparably damaged if Novelis were to breach
               the restrictive covenants set forth in this Section 14.03.

         (e)   In the event that a court of competent jurisdiction should
               conclude that any of the covenants in Section 14.03(a) are too
               long in duration or too broad in scope, the Parties hereto agree
               that said court may reduce its duration and/or scope to the
               maximum duration and/or scope it deems reasonable to protect the
               interests of Alcan instead of invalidating such covenant and as
               of such ruling the said covenant shall be deemed to be modified
               accordingly.

         (f)   Without limiting the foregoing, the Parties agree that each of
               the provisions in this Section 14.03 shall be deemed to be
               separate and distinct and if, for any reason whatsoever, any of
               the provisions in this Section 14.03 are held null or
               unenforceable by the final determination of a court of competent
               jurisdiction and all appeals therefrom shall have failed or the
               time for such appeals shall have expired, such provision shall be
               deemed deleted from this Agreement without affecting the validity
               or enforceability of such provision in any other jurisdiction or
               any other provision hereof which shall remain in full force and
               effect.

<PAGE>
                                                                              44


14.04    CHANGE OF CONTROL WITH RESPECT TO NOVELIS

         (a)   For the purposes of this Section 14.04, the following terms shall
               have the following meanings:

               (i)    "CHANGE OF CONTROL EVENT" means the acquisition by any
                      Person or group of Persons acting jointly or in concert,
                      other than an Affiliate of such Person (collectively or
                      individually, the "THIRD PARTY ACQUIRER"), by way of
                      acquisition, exchange, lease, merger, amalgamation,
                      consolidation or otherwise, directly or indirectly, of any
                      of the Designated Assets or of (A) with respect to a
                      corporation, a direct or indirect interest in more than
                      30% of the voting securities (whether outstanding or from
                      treasury and including securities convertible into voting
                      securities) or of direct or indirect rights to acquire
                      more than 30% of any such voting securities of, (B) with
                      respect to a trust, a partnership or any Person other than
                      a partnership, the power to administer and direct the
                      business, management or policies of such trust,
                      partnership or Person, directly or indirectly, in any
                      manner (including through one or more trusts or one or
                      more corporations, partnerships or other Persons
                      Controlled by such Person) or that a Person is entitled,
                      directly or indirectly, to over 30% of the profits or a
                      share of over 30% of the losses of, or (C) all or
                      substantially all the assets of:

                      a.  Novelis,

                      b.  any other member of Novelis Group,

                      c.  any Business Concern which then owns, directly or
                          indirectly, the Separated Businesses or a material
                          portion of the Separated Businesses (the "TARGETED
                          ENTITY"),

                      d.  any successor (by way of merger, amalgamation,
                          consolidation or otherwise) to Novelis, any other
                          member of Novelis Group, or the Targeted Entity, or

                      e.  any successor (by way of merger, amalgamation,
                          consolidation or otherwise) to any Person in Control
                          of Novelis, any other member of Novelis Group, or the
                          Targeted Entity.

               (ii)   "CONTROL" means (i) with respect to a corporation at a
                      given date, that a Person beneficially owns (within the
                      meaning of the CBCA), directly or indirectly, in any
                      manner (including through one or more trusts or one or
                      more corporations, partnerships or other Persons
                      Controlled by such Person) other than as a creditor, at
                      least a majority of the securities having by the terms
                      thereof ordinary voting power to elect at least a majority
                      of the board of directors with respect to such
                      corporation, and (ii) with respect to a trust, a
                      partnership or any Person other than a partnership, that a
                      Person is empowered to administer and direct the business,
                      management


<PAGE>
                                                                              45


                      or policies of such trust, partnership or Person, directly
                      or indirectly, in any manner (including through one or
                      more trusts or one or more corporations, partnerships or
                      other Persons Controlled by such Person) or that a Person
                      is entitled, directly or indirectly, to over thirty
                      percent (30%) of the profits or a share of over thirty
                      (30%) of the losses of such trust, partnership or Person.

         (b)   Novelis covenants, agrees and undertakes, for itself and each
               other member of Novelis Group, and it shall cause any such
               member, not to create, incur nor undergo a Change of Control
               Event during the Standstill Period.

         (c)   Novelis covenants, agrees and undertakes, for itself and each
               other member of Novelis Group and for their respective successors
               by way of acquisition, merger, amalgamation, consolidation or
               otherwise, that, if a Change of Control Event occurs during the
               Restricted Period, it shall provide to Alcan, no later than
               thirty (30) days following the occurrence of the Change of
               Control Event, (x) a written undertaking of the Third Party
               Acquirer (including, for greater certainty, the Third Party
               Acquirer's successors by way of acquisition, merger,
               amalgamation, consolidation or otherwise) that the Third Party
               Acquirer shall be bound by the restrictive covenants set forth in
               Section 14.03 during the Restricted Period or the remainder
               thereof, to the same extent as if the Third Party Acquirer
               (including, for greater certainty, the Third Party Acquirer's
               successors by way of acquisition, merger, amalgamation,
               consolidation or otherwise) had been a signatory thereto, and (y)
               the written undertaking of the Third Party Acquirer (1) to cause
               each of its Affiliates (including Novelis and Novelis's
               Affiliates) to deliver to Alcan a similar covenant to be bound by
               the restrictive covenants set forth in Section 14.03 during the
               Restricted Period or the remainder thereof and (2) to cause each
               of the Persons who thereafter at any time during the remainder of
               the Restricted Period becomes an Affiliate of the Third Party
               Acquirer, to deliver to Alcan within a 30-day period,
               undertakings similar to the ones set forth in subclauses (x) and
               (y) as if such Person were the Third Party Acquirer, the whole
               for the purpose of protecting the rights and interests of Alcan
               pursuant to this Agreement. The undertaking required by this
               Section 14.04(c) shall be substantially in the form attached
               hereto as EXHIBIT R (the "NON COMPETE UNDERTAKING").

         (d)   Novelis covenants, agrees and undertakes, that, in the event of
               the acquisition by any Person or group of Persons acting jointly
               or in concert, other than an Affiliate of such Person, by way of
               acquisition, merger, amalgamation, consolidation or otherwise, of
               Control of any Third Party Acquirer or of all or substantially
               all of the assets that were acquired in the Change of Control
               Event or any of the Designated Assets (the "NOVELIS COC ASSETS")
               during the Restricted Period, it shall cause any such Person or
               group of Persons to provide to Alcan, no later than thirty (30)
               days following the acquisition of Control of any such Third Party
               Acquirer or of substantially all of the Novelis COC Assets
               (which, for purposes of clarity, includes any of the Designated
               Assets) by any such Person or Persons, (x) a written undertaking
               of such Person or Persons that they (and their respective

<PAGE>
                                                                              46


               successors, by way of acquisition, merger, amalgamation,
               consolidation or otherwise) (collectively or individually, "THIRD
               PARTY ACQUIRER CONTROLLER") shall be bound by the restrictive
               covenants set forth in Section 14.03 during the Restricted Period
               or the remainder thereof, to the same extent as if they had been
               signatories thereto, and (y) the written undertaking of the Third
               Party Acquirer Controller (1) to cause each of its Affiliates to
               deliver to Alcan a similar covenant to be bound by the
               restrictive covenants set forth in Section 14.03 during the
               Restricted Period or the remainder thereof and (2) to cause each
               of the Persons who thereafter at any time during the remainder of
               the Restricted Period becomes an Affiliate of the Third Party
               Acquirer Controller, to deliver to Alcan within a 30-day period,
               undertakings similar to the ones set forth in subclauses (x) and
               (y) as if any such Person were the Third Party Acquirer
               Controller, the whole for the purpose of protecting the rights
               and interest of Alcan pursuant to this Agreement. The undertaking
               required by this Section 14.04(d) shall be substantially in the
               form attached hereto as EXHIBIT R.

         (e)   If a Change of Control Event occurs at any time during the
               Standstill Period or the Restricted Period and (i) the Third
               Party Acquirer (or the Third Party Acquirer's successors, as
               applicable, by way of acquisition, merger, amalgamation,
               consolidation or otherwise) or any of its Affiliates (whether now
               an Affiliate or hereafter becoming an Affiliate) fails or
               refuses, for whatever reason or cause, to execute and deliver to
               Alcan the Non Compete Undertaking within the 30-day period
               provided for in Section 14.04(c), or (ii) the Third Party
               Acquirer (or the Third Party Acquirer's successors, as
               applicable, by way of acquisition, merger, amalgamation,
               consolidation or otherwise) executes and delivers to Alcan the
               Non Compete Undertaking within the said 30-day period but, at any
               time during the remainder of the Restricted Period, the Third
               Party Acquirer (or the Third Party Acquirer's successors, as
               applicable, by way of acquisition, merger, amalgamation,
               consolidation or otherwise) or any of its Affiliates (whether now
               an Affiliate or hereafter becoming an Affiliate) (including
               Novelis and Novelis's Affiliates, whether now an Affiliate or
               hereafter becoming an Affiliate) refuses, neglects or fails to
               comply with any of its obligations pursuant to the Non Compete
               Undertaking, or (iii) the Third Party Acquirer Controller, if any
               (or its successors, as applicable, by way of acquisition, merger,
               amalgamation, consolidation or otherwise) or any of its
               Affiliates (whether now an Affiliate or hereafter becoming an
               Affiliate) fails or refuses, for whatever reason or cause, to
               execute and deliver to Alcan the Non Compete Undertaking within
               the 30-day period provided for in Section 14.04(d), or the Third
               Party Acquirer Controller (or its successors, as applicable, by
               way of acquisition, merger, amalgamation, consolidation or
               otherwise) executes and delivers to Alcan the Non Compete
               Undertaking within the said 30-day period but, at any time during
               the remainder of the Restricted Period, the Third Party Acquirer
               Controller (or the Third Party Acquirer Controller's successors,
               as applicable, by way of acquisition, merger, amalgamation,
               consolidation or otherwise) or any of its Affiliates (whether now
               an Affiliate or hereafter becoming an Affiliate) refuses,
               neglects or fails to comply with any of its obligations pursuant
               to the Non Compete Undertaking (each, a "CHANGE OF CONTROL NON
               COMPETE BREACH"), then Alcan may, at its


<PAGE>
                                                                              47


               option and without prejudice to any other recourse which may be
               available to Alcan under Applicable Law or in equity by reason of
               the occurrence of the foregoing, terminate any or all of the
               following, upon notice to Novelis, and the termination shall take
               effect immediately upon Alcan providing such notice to Novelis:

               (i)    any or all of the Metal Supply Agreements;

               (ii)   any or all of the intellectual property licenses granted
                      or to be granted to Novelis or any other member of Novelis
                      Group in the Intellectual Property Agreements;

               (iii)  the Transitional Services Agreement with respect to any
                      one or more specific Services (and the corresponding
                      Transition Service Schedules) provided by Alcan or any
                      other member of Alcan Group or all of the Services
                      provided by Alcan or any other member of Alcan Group under
                      the Transitional Services Agreement; and

               (iv)   any or all of the Technical Services Agreements.

         (f)   Novelis understands and agrees that Alcan shall suffer
               irreparable and substantial harm in the event that Novelis
               breaches any of its obligations under this Section 14.04 and that
               monetary damages shall be inadequate to compensate for the
               breach. Accordingly, Novelis agrees that, in the event of a
               breach or threatened breach by Novelis of any of the provisions
               of this Section 14.04, Alcan, in addition to and not in
               limitation of any other rights, remedies or damages available to
               Alcan under Applicable Law or in equity, shall be entitled to
               equitable remedies, including provisional, interlocutory and
               permanent injunctive relief in order to prevent or to restrain
               any such breach by Novelis, or by any or all of Novelis' Group
               members, Affiliates, partners, co-venturers, employees, agents,
               representatives and any and all Persons directly or indirectly
               acting for, on behalf of or with Novelis.

         (g)   Novelis consents and agrees that any dispute, controversy or
               claim that may arise out of, or relate to, or arise under or in
               connection with this Section 14.04 or the Non Compete
               Undertaking, and involving a Third Party Acquirer, a Third Party
               Acquirer Controller (including, for greater certainty, the Third
               Party Acquirer' and the Third Party Acquirer Controller'
               respective successors by way of acquisition, merger,
               amalgamation, consolidation or otherwise), or an Affiliate
               (whether now an Affiliate or hereafter becoming an Affiliate) of
               the Third Party Acquirer or of the Third Party Acquirer
               Controller, shall be referred to and finally settled in a single,
               multi-party arbitration by three (3) arbitrators, as provided in
               and in accordance with the provision of, the Non Compete
               Undertaking.

         (h)   Novelis has carefully considered the nature and extent of the
               provisions set forth in this Section 14.04 and agrees that the
               same are reasonable in light of the circumstances as they exist
               on the date upon which this Agreement is executed, including, but
               not limited to, Alcan's and Novelis's material economic interest
               in
<PAGE>
                                                                              48


               the transactions contemplated in this Agreement, and that the
               provisions set forth in this Section 14.04 are necessary to
               protect Alcan's legitimate interests. Novelis acknowledges (i)
               that Alcan would not have proceeded with the Arrangement had
               Novelis not agreed to the provisions set forth in this Section
               14.04, and (ii) that Alcan would be irreparably damaged if
               Novelis were to breach the provisions set forth in this Section
               14.04.

         (i)   Each of the provisions in this Section 14.04 shall be deemed to
               be separate and distinct and if, for any reason whatsoever, any
               of the provisions in this Section 14.04 are held null or
               unenforceable by the final determination of a court of competent
               jurisdiction and all appeals therefrom shall have failed or the
               time for such appeals shall have expired, such provision shall be
               deemed deleted from this Agreement without affecting the validity
               or enforceability of such provision in any other jurisdiction or
               any other provision hereof which shall remain in full force and
               effect.

                                   ARTICLE XV-
                                   TERMINATION

15.01    TERMINATION

         This Agreement and all Ancillary Agreements may be terminated and the
         Arrangement may be amended, supplemented, modified or abandoned at any
         time prior to the Effective Date by and in the sole and absolute
         discretion of Alcan without the approval of Novelis or of the Alcan
         shareholders. In the event of such termination, no Party shall have any
         liability of any kind to the other Party or any other Person. After the
         Effective Date, this Agreement may not be terminated except by an
         agreement in writing signed by the Parties.

                                  ARTICLE XVI-
                                  MISCELLANEOUS

16.01    LIMITATION OF LIABILITY

         In no event shall any member of Alcan Group or Novelis Group be liable
         to any member of the other Group for any special, consequential,
         indirect, collateral, incidental or punitive damages or lost profits or
         failure to realize expected savings or other commercial or economic
         loss of any kind, however caused and on any theory of liability,
         (including negligence) arising in any way out of this Agreement,
         whether or not such Person has been advised of the possibility of any
         such damages; provided, however, that the foregoing limitations shall
         not limit either Party's indemnification obligations for Liabilities
         with respect to Third-Party Claims as set forth in Article IX or either
         Party's Liabilities for the breach or failure to perform or comply with
         the covenants set forth in Sections 14.02, 14.03 and 14.04.

<PAGE>
                                                                              49


16.02    COUNTERPARTS

         This Agreement and each Ancillary 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 thereto and delivered to the
         other party or parties.

16.03    ENTIRE AGREEMENT

         This Agreement, the Ancillary Agreements, and 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.

16.04    CONSTRUCTION

         In this Agreement and each of the Ancillary Agreements, unless a clear
contrary intention appears:

         (a)   the singular number includes the plural number and vice versa;

         (b)   reference to any Person includes such Person's successors and
               assigns but, if applicable, only if such successors and assigns
               are not prohibited by this Agreement or the relevant Ancillary
               Agreement, and reference to a Person in a particular capacity
               excludes such Person in any other capacity or individually;

         (c)   reference to any gender includes each other gender;

         (d)   reference to any agreement, document or instrument means such
               agreement, document or instrument as amended, modified,
               supplemented or restated, and in effect from time to time in
               accordance with the terms thereof subject to compliance with the
               requirements set forth herein or in the relevant Ancillary
               Agreement;

         (e)   reference to any Applicable Law means such Applicable Law as
               amended, modified, codified, replaced or reenacted, in whole or
               in part, and in effect from time to time, including rules and
               regulations promulgated thereunder, and reference to any section
               or other provision of any Applicable Law means that provision of
               such Applicable Law from time to time in effect and constituting
               the substantive amendment, modification, codification,
               replacement or reenactment of such section or other provision;

         (f)   "herein", "hereby", "hereunder", "hereof", "hereto" and words of
               similar import shall be deemed references to this Agreement or to
               the relevant Ancillary Agreement as a whole and not to any
               particular Article, Section or other provision hereof or thereof;

<PAGE>
                                                                              50


         (g)   "including" (and with correlative meaning "include") means
               including without limiting the generality of any description
               preceding such term;

         (h)   the Table of Contents and headings are for convenience of
               reference only and shall not affect the construction or
               interpretation hereof or thereof;

         (i)   with respect to the determination of any period of time, "from"
               means "from and including" and "to" means "to but excluding"; and

         (j)   references to documents, instruments or agreements shall be
               deemed to refer as well to all addenda, exhibits, schedules or
               amendments thereto.

16.05    SIGNATURES

         Each Party acknowledges that it and the other Party (and the other
         members of their respective Groups) may execute certain of the
         Ancillary Agreements by facsimile, stamp or mechanical signature. Each
         Party expressly adopts and confirms each such facsimile, stamp or
         mechanical signature made in its respective name (or that of the
         applicable member of its Group) as if it were a manual signature,
         agrees that it will not assert that any such signature is not adequate
         to bind such Party to the same extent as if it were signed manually and
         agrees that at the reasonable request of the other Party at any time it
         will as promptly as reasonably practicable cause each such Ancillary
         Agreement to be manually executed (any such execution to be as of the
         date of the initial date thereof).

16.06    ASSIGNABILITY

         Except as set forth in any Ancillary Agreement, this Agreement and each
         Ancillary 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 except as specifically
         provided in any Ancillary Agreement, no Party hereto or thereto may
         assign its respective rights or delegate its respective obligations
         under this Agreement or any Ancillary Agreement without the express
         prior written consent of the other parties hereto or thereto.

16.07    THIRD PARTY BENEFICIARIES

         Except for the indemnification rights under this Agreement of any Alcan
         Indemnified Party or any Novelis Indemnified Party in their respective
         capacities as such and for the release under Section 9.01 of any Person
         provided therein and except as specifically provided in any Ancillary
         Agreement, (a) the provisions of this Agreement and each Ancillary
         Agreement are solely for the benefit of the parties hereto and thereto
         and their respective successors and permitted assigns and are not
         intended to confer upon any Person, except the parties hereto and
         thereto and their respective successors and permitted assigns, any
         rights or remedies hereunder and (b) there are no third-party
         beneficiaries of this Agreement or any Ancillary Agreement; and neither
         this Agreement nor any Ancillary Agreement shall provide any Third
         Party with any remedy, claim, liability, reimbursement, claim of action
         or other right in excess of those existing without reference to this
         Agreement or any Ancillary Agreement.

<PAGE>
                                                                              51


16.08    PAYMENT TERMS

         (a)   Any amount to be paid or reimbursed by one Party to the other
               under this Agreement shall be paid or reimbursed hereunder within
               thirty (30) days after presentation of an invoice or a written
               demand therefor and setting forth, or accompanied by, reasonable
               documentation or other reasonable explanation supporting such
               amount.

         (b)   Except as expressly provided to the contrary in this Agreement or
               in any Ancillary Agreement, any amount not paid when due pursuant
               to this Agreement (and any amount billed or otherwise invoiced or
               demanded and properly payable that is not paid within thirty (30)
               days of such bill, invoice or other demand) shall bear interest
               at a rate per annum equal to the Prime Rate plus 2%, calculated
               for the actual number of days elapsed, accrued from and excluding
               the date on which such payment was due up to and including the
               date of the actual receipt of payment.

         For the purpose of the Interest Act (Canada) and disclosure thereunder,
         whenever interest to be paid hereunder is to be calculated on the basis
         of a year of 360 days or any other period of time that is less than a
         calendar year, the yearly rate of interest to which the rate determined
         pursuant to such calculation is equivalent is the rate so determined
         multiplied by the actual number of days in the calendar year in which
         the same is to be ascertained and divided by either 360 or such other
         period of time, as the case may be.

16.09    GOVERNING LAW

         This Agreement and, unless expressly provided therein, each Ancillary
         Agreement, shall be governed by and construed and interpreted in
         accordance with the laws of the Province of Quebec and the laws of
         Canada applicable therein, irrespective of conflict of laws principles
         under Quebec law, as to all matters, including matters of validity,
         construction, effect, enforceability, performance and remedies.

16.10    NOTICES

         All notices or other communications under this Agreement and, unless
         expressly provided therein, each Ancillary Agreement, shall be in
         writing and shall be deemed to be duly given when delivered in person
         or successfully transmitted by facsimile, addressed as follows:

         IF TO ALCAN, TO:

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

         Attention:   Chief Legal Officer

<PAGE>
                                                                              52


         IF TO NOVELIS, TO:

         Novelis Inc.
         Suite 3800
         Royal Bank Plaza, South Tower
         P.O. Box 84
         200 Bay Street
         Toronto, Ontario  M5J 2Z4
         Fax: 416-216-3930

         Attention:  Chief Executive Officer

         Any Party may, by notice to the other Party as set forth herein, change
         the address or fax number to which such notices are to be given.

16.11    SEVERABILITY

         If any provision of this Agreement or any Ancillary 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 thereof, 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 or thereby, as the
         case may be, is not affected in any manner adverse to any party hereto
         or thereto. 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.

16.12    PUBLICITY

         Prior to the Effective Date, Alcan shall be responsible for issuing any
         press releases or otherwise making public statements with respect to
         the Reorganization, the Arrangement or any of the other transactions
         contemplated hereby and Novelis shall not make such statements without
         the prior written consent of Alcan. Prior to the Effective Date, Alcan
         and Novelis shall each consult with the other prior to making any
         filings with any Governmental Authority with respect thereto.

16.13    SURVIVAL OF COVENANTS

         Except as expressly set forth in this Agreement or any Ancillary
         Agreement, the covenants, representations and warranties contained in
         this Agreement and each Ancillary Agreement, and liability for the
         breach of any representations, warranties or obligations contained
         herein or therein, shall survive the Reorganization and the Arrangement
         and shall remain in full force and effect.

<PAGE>
                                                                              53


16.14    WAIVERS OF DEFAULT

         Waiver by any Party of any default by the other Party of any provision
         of this Agreement or any Ancillary 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. No failure or delay
         by any Party in exercising any right, power or privilege hereunder
         shall operate as a waiver thereof nor shall any single or partial
         exercise thereof preclude any other or further exercise thereof or the
         exercise of any other right, power or privilege.

16.15    AMENDMENTS

         No provisions of this Agreement or any Ancillary 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.

16.16    CONTROLLING DOCUMENTS

         To the extent that the provisions of the Alumina Supply Agreement,
         Employee Matters Agreement, FoilStock Supply Agreement, Foil Supply
         Agreements, Foil Supply and Distribution Agreement, Intellectual
         Property Agreements, Metal Supply Agreements, Neuhausen Agreements,
         Ohle Agreement, Sierre Agreements, Tax Sharing and Disaffiliation
         Agreement, Technical Services Agreements or Transitional Services
         Agreement conflict with the provisions of this Agreement, the
         provisions of such other agreement shall govern.

16.17    LANGUAGE

         The Parties confirm that it is their wish that this Agreement as well
         as all other documents, including communications relating hereto, have
         been and shall be drawn up in the English language only. Les parties
         aux presentes confirment leur volonte que cette convention de meme que
         tous les documents, y compris tout avis, s'y rattachant, soient rediges
         en anglais seulement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]


<PAGE>
                                                                              54


IN WITNESS WHEREOF, the Parties have caused this Separation Agreement to be
executed by their duly authorized representatives.


                                        ALCAN INC.


                                        By: /s/ David McAusland
                                            ------------------------------------
                                            Name:  David McAusland
                                            Title: Senior Vice President,
                                                   Mergers and Acquisitions and
                                                   Chief Legal Officer of
                                                   Alcan Inc.


                                        NOVELIS INC.


                                        By: /s/ Brian Sturgell
                                            ------------------------------------
                                            Name:  Brian Sturgell
                                            Title: Chief Executive Officer of
                                                   Novelis Inc.

<PAGE>

                                LIST OF SCHEDULES

Schedule 1.01 -          Definitions
Schedule 1.01 - "PA"     Plan of Arrangement
Schedule 1.01 - "SB"     Separated Businesses
Schedule 1.01 - "NBS"    Novelis Balance Sheet
Schedule 1.01 - "SE"     Separated Entities
Schedule 2.04(a)         Separated Assets
Schedule 2.06(a)         Excluded Assets
Schedule 2.07(a)         Assumed Liabilities
Schedule 2.07(b)         Liabilities of Separated Entities
Schedule 2.07(c)         Retained Liabilities
Schedule 2.07(g)         Reorganization Documents
Schedule 3.01            Reorganization Transactions
Schedule 3.05(b)         Agreements Not Terminated
Schedule 3.06(q)         Ancillary Agreements
Schedule 3.10            Intercompany Accounts
Schedule 4.02            Actions to be taken prior to Effective Time
Schedule 9.08(a)         Litigation Transferred to Novelis
Schedule 9.08(b)         Litigation to be Defended by Alcan at Novelis's Expense


<PAGE>
                                                                              56

<PAGE>


                           SCHEDULE 1.01 - DEFINITIONS

         "2004 INTERNAL CONTROL AUDIT AND MANAGEMENT ASSESSMENTS" has the
         meaning set forth in Section 14.01(b).

         "ACCOUNTS RECEIVABLE" means in respect of any Person, (a) all trade
         accounts and notes receivable and other rights to payment from
         customers and all security for such accounts or rights to payment,
         including all trade accounts receivable representing amounts receivable
         in respect of goods shipped or products sold or otherwise disposed of
         or services rendered to customers, (b) all other accounts and notes
         receivable and all security for such accounts or notes, and (c) any
         claim, remedy or other right relating to any of the foregoing.

         "ACTION" means any demand, action, suit, countersuit, arbitration,
         inquiry, proceeding or investigation by any Person or any Governmental
         Authority or before any Governmental Authority or any arbitration or
         mediation tribunal.

         "AEROSPACE INDUSTRY" means the production of aircraft, spacecraft and
         satellites and similar craft for manned or unmanned flight.

<PAGE>
                                                                              58


         "AEROSPACE PRODUCTS" means any product destined or intended for use in,
         or principally related to, the Aerospace Industry.

         "AEROSPACE PRODUCTS BUSINESS" means any business engaged, in whole or
         in part, in the manufacturing, production, marketing or sale of one or
         more Aerospace Products.

         "AFFILIATE" of any Person means any other Person that, directly or
         indirectly, controls, is controlled by, or is under common control with
         such first Person as of the date on which or at any time during the
         period for when such determination is being made. For purposes of this
         definition, "CONTROL" means the possession, directly or indirectly, of
         the power to direct or cause the direction of the management and
         policies of such Person, whether through the ownership of voting
         securities or other interests, by contract or otherwise, and the terms
         "CONTROLLING" and "CONTROLLED" have meanings correlative to the
         foregoing.

         "AGREEMENT" means this Separation Agreement, including all of the
         Schedules and Exhibits hereto.

         "ALCAN" means Alcan Inc., a corporation organized under the CBCA.

         "ALCAN BOARD" means the board of directors of Alcan.

         "ALCAN BUSINESSES" means the Separated Businesses and the Remaining
         Alcan Businesses.

         "ALCAN CLAIMS" has the meaning set forth in Section 9.01(b).

         "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 9.02.

         "ALCAN MEETING" means the special meeting of Alcan Shareholders held on
         December 22, 2004 to consider the Plan of Arrangement, and any
         adjournment or postponement thereof.

<PAGE>
                                                                              59

         "ALCAN PARTIES" has the meaning set forth in Section 9.01(a).

         "ALCAN PREFERENCE SHAREHOLDERS" means the holders of Alcan Preference
         Shares.

         "ALCAN PREFERENCE SHARES" means the Alcan Series C Preference Shares
         and the Alcan Series E Preference Shares of Alcan.

         "ALCAN PROXY CIRCULAR" means the management proxy circular of Alcan
         dated November 23, 2004 sent to Alcan Shareholders in connection with
         the Alcan Meeting.

         "ALCAN RELEASORS" has the meaning set forth in Section 9.01(b).

         "ALCAN'S AUDITORS" has the meaning set forth in Section 14.01(a).

         "ALCAN SHAREHOLDERS" means, collectively, the Alcan Common Shareholders
         and the Alcan Preference Shareholders.

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

         "ALUMINA SUPPLY AGREEMENT" means, individually or collectively, the
         Alumina Supply Agreements substantially in the forms attached as
         EXHIBIT A.


         "ANCILLARY AGREEMENTS" has the meaning set forth in Section 3.06.

         "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.

         "APPURTENANCES" means, in respect of any Land, all privileges, rights,
         easements, servitudes, hereditaments and appurtenances and similar
         interests belonging to or for the benefit of such Land, including all
         easements and servitudes appurtenant to and for the benefit of any Land
         (a "Dominant Parcel") for, and as the primary means of, access between,
         the Dominant Parcel and a public way, or for any other use upon which
         lawful use of the Dominant Parcel for the purposes for which it is
         presently being used is dependent, and all rights existing in and to
         any streets, alleys, passages and other rights-of-way included therein
         or adjacent thereto.

         "ARCUSTARGET" means Arcustarget Inc., a wholly-owned subsidiary of
         Alcan incorporated under the CBCA and designated by Alcan to own the
         Separated Businesses on the Effective Date prior to its amalgamation to
         Novelis pursuant to the Plan of Arrangement.

<PAGE>
                                                                              60


         "ARCUSTARGET COMMON SHARES" means the voting common shares of
         Arcustarget to be transferred by Alcan to Novelis in exchange for
         Novelis Special Shares pursuant to the Plan of Arrangement.

         "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.

         "ARRANGEMENT RESOLUTION" means the plan of arrangement resolution, the
         text of which is set out as a schedule to the Alcan Proxy Circular.

         "ASSET-RELATED CLAIMS" means, in respect of any Asset, all claims of
         the owner against Third Parties relating to such Asset, whether choate
         or inchoate, known or unknown, absolute or contingent, disclosed or
         non-disclosed.

         "ASSETS" means assets, properties and rights (including goodwill),
         wherever located (including in the possession of owners or Third
         Parties or elsewhere), whether real, personal or mixed, tangible or
         intangible, movable or immovable, in each case whether or not recorded
         or reflected or required to be recorded or reflected on the books and
         records or financial statements of a Person, including the following:

         (a)   Real Property;
         (b)   Tangible Personal Property;
         (c)   Inventories;
         (d)   Accounts Receivable;
         (e)   Contractual Assets;
         (f)   Governmental Authorizations;
         (g)   Business Records;
         (h)   Intangible Property Rights;
         (i)   Insurance Benefits;
         (j)   Asset-Related Claims; and
         (k)   Deposit Rights.

         "ASSUMED LIABILITIES" has the meaning set forth in Section 2.07.

         "BUSINESS CONCERN" means any corporation, company, limited liability
         company, partnership, joint venture, trust, unincorporated association
         or any other form of association.

         "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).

<PAGE>
                                                                              61


         "BUSINESS RECORDS" means, in respect of any Person, all data and
         Records relating to such Person, including client and customer lists
         and Records, referral sources, research and development reports and
         Records, cost information, sales and pricing data, customer prospect
         lists, customer and vendor data, production reports and Records,
         service and warranty Records, equipment logs, operating guides and
         manuals, financial and accounting Records, personnel Records (subject
         to Applicable Law), creative materials, advertising materials,
         promotional materials, studies, reports, correspondence and other
         similar documents and records.

         "BY-LAWS" means the By-laws of Novelis, substantially in the form
         attached hereto as EXHIBIT B.

         "CBCA" means the Canada Business Corporations Act.

         "CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation
         of Novelis in the form attached hereto as EXHIBIT C.

         "CHANGE OF CONTROL EVENT" has the meaning set forth in Section
         14.04(a).

         "CHANGE OF CONTROL NON COMPETE BREACH" has the meaning set forth in
         Section 14.04(e).

         "CLAIM NOTICE" has the meaning set forth in Section 9.04(b).

         "CONFIDENTIAL INFORMATION" has the meaning set forth in Section
         11.07(a).

         "CONSENT" means any approval, consent, ratification, waiver or other
         authorization.

         "CONTRACT" means any contract, agreement, lease, purchase and/or
         commitment, license, consensual obligation, promise or undertaking
         (whether written or oral and whether express or implied) that is
         legally binding on any Person or any part of its property under
         Applicable Law, including all claims or rights against any Person,
         choses in action and similar rights, whether accrued or contingent with
         respect to any such contract, agreement, lease, purchase and/or
         commitment, license, consensual obligation, promise or undertaking, but
         excluding this Agreement and any Ancillary Agreement save as otherwise
         expressly provided in this Agreement or in any Ancillary Agreement.

         "CONTRACTUAL ASSET" means, in respect of any Person, any Contract of,
         or relating to, such Person, any outstanding offer or solicitation made
         by, or to, such Person to enter into any Contract, and any promise or
         undertaking made by any other Person to such Person, whether or not
         legally binding.

         "CONTROL" has the meaning set forth in Section 14.04(a).

         "COURT" means the Quebec Superior Court.

         "CRA" means the Canada Revenue Agency.

<PAGE>
                                                                              62


         "DEFERRED BENEFICIARY" has the meaning set forth in Section 5.01(b).

         "DEFERRED EXCLUDED ASSET" has the meaning set forth in Section 5.01(a).

         "DEFERRED SEPARATED ASSET" has the meaning set forth in Section
         5.01(a).

         "DEFERRED TRANSACTIONS" has the meaning set forth in Section 13.01(a).

         "DEFERRED TRANSFER ASSET" has the meaning set forth in Section 5.01(a).

         "DEPOSIT RIGHTS" means rights relating to deposits and prepaid
         expenses, claims for refunds and rights of set-off in respect thereof.

         "DESIGNATED ASSETS" means any of Novelis' rolling facilities at Oswego,
         New York, Logan, Kentucky, Norf, Germany, Ulsan, Korea, Yeongju, Korea
         or Pindamonhangaba, Brazil.

         "DISCLOSING PARTY" has the meaning set forth in Section 11.08.

         "DISPUTE" has the meaning set forth in Section 12.01.

         "DISTRIBUTION" means the pro rate distribution of New Alcan Common
         Shares and Novelis Common Shares to Alcan Common Shareholders, as
         contemplated in the Plan of Arrangement.

         "EFFECTIVE DATE" means the effective date of the Arrangement, being the
         date shown on the certificate of arrangement issued by the director
         under the CBCA giving effect to the Arrangement, which date the Parties
         currently expect to be January 6, 2005.

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

         "EHS LIABILITIES" means any Liability arising from or under any
         Environmental Law or Occupational Health and Safety Law.

         "EMPLOYEE MATTERS AGREEMENT" means the Employee Matters Agreement
         substantially in the form attached hereto as EXHIBIT D.

         "ENCUMBRANCE" means, with respect to any asset, mortgages, liens,
         hypothecs, pledges, charges, security interests or encumbrances of any
         kind in respect of such asset, whether or not filed, recorded or
         otherwise perfected under Applicable Law.

         "ENERGY AGREEMENT" means the Energy Agreement substantially in the form
         attached hereto as EXHIBIT E.

         "ENVIRONMENTAL LAW" means any Applicable Law from any Governmental
         Authority (A) relating to the protection of the environment (including
         air, water, soil and natural resources) or (B) the use, storage,
         handling, release or disposal of Hazardous Substances.

         "ESCALATION NOTICE" has the meaning set forth in Section 12.02.

<PAGE>
                                                                              63


         "EXCHANGE ACT" means the United States Securities Exchange Act of 1934.

         "EXCLUDED ASSETS" has the meaning set forth in Section 2.06(a).

         "FINAL ORDER" means the final order of the Court made in connection
         with the approval of the Arrangement and the fairness of the terms and
         conditions thereof.

         "FOILSTOCK SUPPLY AGREEMENT" means, individually or collectively, the
         Foilstock Supply Agreements substantially in the forms attached as
         EXHIBIT F.

         "FOIL SUPPLY AGREEMENT" means, individually or collectively, the Foil
         Supply Agreements substantially in the forms attached as EXHIBIT G.

         "FOIL SUPPLY AND DISTRIBUTION AGREEMENT" means the Foil Supply and
         Distribution Agreement substantially in the form attached as EXHIBIT H.

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

         "GOVERNMENTAL AUTHORIZATION" means any Consent, license, certificate,
         franchise, registration or permit issued, granted, given or otherwise
         made available by, or under the authority of, any Governmental
         Authority or pursuant to any Applicable Law.

         "GROUND LEASE" means any long-term lease (including any emphyteotic
         lease) of Land in which most of the rights and benefits comprising
         ownership of the Land and the Improvements thereon or to be constructed
         thereon, if any, and the Appurtenances thereto for the benefit thereof,
         are transferred to the tenant for the term thereof.

         "GROUND LEASE PROPERTY" means, in respect of any Person, any Land,
         Improvement or Appurtenance of such Person that is subject to a Ground
         Lease.

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

         "HAZARDOUS SUBSTANCE" means any substance to the extent presently
         listed, defined, designated or classified as hazardous, toxic or
         radioactive under any applicable Environmental Law, including petroleum
         and any derivative or by-products thereof.

         "IMPROVEMENTS" means, in respect of any Land, all buildings,
         structures, plants, fixtures and improvements located on such Land,
         including those under construction.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 9.04(a).

         "INDEMNIFYING PARTY" has the meaning set forth in Section 9.04(b).

         "INFORMATION" means any information, whether or not patentable or
         copyrightable, in written, oral, electronic or other tangible or
         intangible forms, stored in any medium, including studies, reports,
         test procedures, research, records, books, contracts, instruments,
         surveys, discoveries, ideas, concepts, know-how, techniques,
         manufacturing


<PAGE>
                                                                              64


         techniques, manufacturing variables, designs, specifications, drawings,
         blueprints, diagrams, models, prototypes, samples, products, product
         plans, flow charts, data, computer data, disks, diskettes, tapes,
         computer programs or other software, marketing plans, customer
         information, customer services, supplier information, communications by
         or to attorneys (including attorney-client privileged communications),
         memos and other materials prepared by attorneys or under their
         direction (including attorney work product), and other technical,
         financial, employee or business information or data.

         "INSURANCE BENEFITS" means, in respect of any Asset or Liability, all
         insurance benefits, including rights to Insurance Proceeds, arising
         from or relating to such Asset or Liability.

         "INSURANCE PROCEEDS" means those monies (in each case net of any costs
         or expenses incurred in the collection thereof and net of any
         applicable premium adjustments (including reserves and retrospectively
         rated premium adjustments)):

         (a)   received by an insured from an insurance carrier; or

         (b)   paid by an insurance carrier on behalf of the insured.

         "INTANGIBLE PROPERTY RIGHTS" means, in respect of any Person, all
         intangible rights and property of such Person, including IT Assets,
         going concern value and goodwill.

         "INTELLECTUAL PROPERTY AGREEMENT" means, individually or collectively,
         the Intellectual Property Agreements substantially in the forms
         attached hereto as EXHIBIT I.

         "INTERCOMPANY ACCOUNTS" has the meaning set forth in Section 3.10.

         "INTERIM ORDER" means the interim order of the Court dated November 22,
         2004 in connection with the approval of the Arrangement providing for,
         among other things, the holding of the Alcan Meeting, as the same may
         be amended, supplemented or varied by the Court.

         "INTERNAL REVENUE CODE" means the United States Internal Revenue Code
         of 1986.

         "INVENTORIES" means, in respect of any Person, all inventories of such
         Person wherever located, including all finished goods, (whether or not
         held at any location or facility of such Person or in transit to or
         from such Person), work in process, raw materials, spare parts and all
         other materials and supplies to be used or consumed by the Person in
         production of finished goods.

         "IRS" means the United States Internal Revenue Service.

         "IT ASSETS" means computers, computer software, firmware, middleware,
         servers, workstations, routers, hubs, switches, data communications
         lines, all other information technology equipments and all associated
         documentation.

         "JOINT PROCUREMENT OF GOODS AND SERVICES PROTOCOL" means the Joint
         Procurement of Goods and Services Protocol substantially in the form
         attached as EXHIBIT J.

<PAGE>
                                                                              65


         "LAND" means, in respect of any Person, all parcels and tracts of land
         in which the Person has an ownership interest.

         "LIABILITY" means, with respect to any Person, any and all losses,
         claims, charges, debts, demands, actions, causes of action, suits,
         damages, obligations, payments, costs and expenses, sums of money,
         accounts, reckonings, bonds, specialties, indemnities and similar
         obligations, exoneration covenants, contracts, controversies,
         agreements, promises, doings, omissions, variances, guarantees, make
         whole agreements and similar obligations, and other liabilities and
         requirements, including all contractual obligations, whether absolute
         or contingent, matured or unmatured, liquidated or unliquidated,
         accrued or unaccrued, known or unknown, joint or several, whenever
         arising, and including those arising under any Applicable Law, Action,
         threatened or contemplated Action (including the costs and expenses of
         demands, assessments, judgments, settlements and compromises relating
         thereto and attorneys' fees and any and all costs and expenses,
         whatsoever reasonably incurred in investigating, preparing or defending
         against any such Actions or threatened or contemplated Actions) or
         Order of any Governmental Authority or any award of any arbitrator or
         mediator of any kind, and those arising under any contract, commitment
         or undertaking, in each case, whether or not recorded or reflected or
         otherwise disclosed or required to be recorded or reflected or
         otherwise disclosed, on the books and records or financial statements
         of any Person, including any Specified Financial Liability, EHS
         Liability or Liability for Taxes.

         "MEDIATION NOTICE" has the meaning set forth in Section 12.03(a).

         "METAL SUPPLY AGREEMENT" means, individually or collectively, the Metal
         Supply Agreements substantially in the forms attached as EXHIBIT K.

         "NEUHAUSEN AGREEMENT" means, individually or collectively, the
         agreements substantially in the forms attached as EXHIBIT L.

         "NON COMPETE BREACH" has the meaning set forth in Section 14.03(b).

         "NON COMPETE UNDERTAKING" has the meaning set forth in Section
         14.04(c).

         "NOTICE PERIOD" has the meaning set forth in Section 9.04(b).

         "NOVELIS" means Novelis Inc., a corporation incorporated under the CBCA
         formed to acquire under the Arrangement and independently carry on most
         of the aluminum rolled products businesses operated by Alcan.

         "NOVELIS ANNUAL REPORT" has the meaning set forth in Section 14.01(d).

         "NOVELIS BALANCE SHEET" means the audited combined balance sheet of
         "the Novelis Group", including the notes thereto, as of September 30,
         2004, substantially in the form attached as SCHEDULE 1.01 - "NBS".

         "NOVELIS CLAIMS" has the meaning set forth in Section 9.01(a).

<PAGE>
                                                                              66


         "NOVELIS COC ASSETS" has the meaning set forth in Section 14.04(d).

         "NOVELIS COMMON SHARES" means the voting common shares of Novelis to be
         issued to holders of Alcan Special Shares under 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
         9.03.

         "NOVELIS OPENING BALANCE SHEET" has the meaning set forth in Section
         2.04(e).

         "NOVELIS PARTIES" has the meaning set forth in Section 9.01(b).

         "NOVELIS RELEASORS" has the meaning set forth in Section 9.01(a).

         "NOVELIS SPECIAL SHARES" means the non-voting redeemable, retractable,
         special shares, Series 1, of Novelis which Novelis will be authorized
         to issue upon the Arrangement becoming effective and which are to be
         issued by Novelis to Alcan in consideration for the transfer by Alcan
         to Novelis of the Arcustarget Common Shares, as contemplated by the
         Plan of Arrangement.

         "NOVELIS'S AUDITORS" has the meaning set forth in Section 14.01(a).

         "OCCUPATIONAL HEALTH AND SAFETY LAW" means any Applicable Law designed
         to provide safe and healthful working conditions and to reduce
         occupational safety and health hazards, and any program, whether
         governmental or private (such as those promulgated or sponsored by
         industry associations and insurance companies), designed to provide
         safe and healthful working conditions.

         "OHLE AGREEMENT" means the Agreement substantially in the form attached
         as EXHIBIT M.

         "ORDER" means any order, injunction, judgment, decree, ruling,
         assessment or arbitration award of any Governmental Authority or
         arbitrator.

         "ORDINARY COURSE OF BUSINESS" means any action taken by a Person that
         is in the ordinary course of the normal, day-to-day operations of such
         Person and is consistent with the past practices of such Person.

         "PARTIES" means the parties to this Agreement and, in the singular,
         means either of them.

         "PERSON" means any individual, Business Concern or Governmental
         Authority.

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                                                                              67


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

         "PLATE BUSINESS" means any business engaged, in whole or in part, in
         the manufacturing, production, marketing or sale of Plate Products.

         "PLATE PRODUCT" means any rolled and/or cast aluminum products having a
         thickness greater than 6.5 millimeters in the case of cast aluminum or
         12 millimeters in the case of rolled aluminum, and that is not intended
         for further rolling (reroll) to a gauge of 6.5 millimeters or less.

         "POTENTIAL CONTRIBUTOR" has the meaning set forth in Section 9.05(a).

         "PRIME RATE" means the floating rate of interest established from time
         to time by the Royal Bank of Canada (the "BANK") as the reference rate
         of interest the Bank will use to determine rates of interest payable by
         its borrowers on [US] dollar commercial loans made by the Bank to such
         borrowers [IN CANADA] and designated by the Bank as its "prime rate"
         and which shall change from time to time as changed by the Bank.

         "PROSPECTUS" means the amended preliminary non-offering prospectus
         filed with the securities regulatory authorities in each of the
         provinces and territories of Canada on November 23, 2004, and included
         as exhibit 99.1 of the Registration Statement, together with all
         amendments or supplements thereto.

         "PROVINCIAL REVENUE AUTHORITY" means the applicable department or other
         division of the provincial government of any relevant Canadian province
         that is charged with the responsibility for the administration of
         provincial taxation statutes.

         "REAL PROPERTY" means any Land and Improvements and all Appurtenances
         thereto and any Ground Lease Property.

         "RECORD" means information that is inscribed on a tangible medium or
         that is stored in an electronic or other medium and is retrievable in
         perceivable form.

         "REGISTRATION STATEMENT" means the registration statement on Form 10,
         file number 001-32312, filed with the SEC under the Exchange Act,
         together with all amendments or supplements thereto.

         "REGULATION S-K" means Regulation S-K of the General Rules and
         Regulations promulgated by the SEC pursuant to the Securities Act.

         "REMAINING ALCAN BUSINESSES" means all Alcan Businesses other than the
         Separated Businesses.

         "REMAINING ALCAN ENTITY" means any Business Concern that is a member of
         Alcan Group on and after the Effective Time.

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                                                                              68


         "REORGANIZATION" means the measures described in Article III, including
         the Reorganization Transactions.

         "REORGANIZATION DATE" means, unless otherwise indicated on the final
         closing agenda relating to the Reorganization and the Arrangement,
         December 31, 2004, or such earlier or later date as the Alcan Board may
         determine as the date by which all of the Reorganization Transactions
         (other than non-material transactions the performance of which shall
         have been waived by Alcan, with or without conditions) shall have been
         completed.

         "REORGANIZATION DOCUMENTS" means the agreements described on SCHEDULE
         2.07(g) of this Agreement and, in the singular, means any one of them.

         "REORGANIZATION TIME" means, unless otherwise indicated on the final
         closing agenda relating to the Reorganization and the Arrangement,
         11:59:59 p.m. E.S.T. on the Reorganization Date.

         "REORGANIZATION TRANSACTIONS" means the transactions described on
         SCHEDULE 3.01 of this Agreement and, in the singular, means any one of
         them.

         "REPRESENTATIVES" means, with respect to any Person, any of such
         Person's directors, officers, employees, agents, consultants, advisors,
         accountants or attorneys.

         "REQUESTING PARTY" has the meaning set forth in Section 11.01.

         "RESTRICTED PERIOD" means the period of four (4) years commencing
         immediately after the expiry of the Standstill Period.

         "RETAINED LIABILITIES" has the meaning set forth in Section 2.07.

         "RETAINING PERSON" has the meaning set forth in Section 5.01(b).

         "ROLLED PRODUCTS BUSINESS" means the businesses and operations relating
         to the manufacturing, production, research, development, marketing and
         sale of aluminum sheet, light gauge products, automotive, can and
         lithographic sheet, plate and foil stock, that will be owned by Novelis
         or any other member of Novelis Group as of the Effective Time or that
         was but is no longer conducted by Alcan or any other member of Alcan
         Group both as owned and operated by Novelis or any other member of
         Novelis Group and as owned and operated by Alcan or any other member of
         Alcan Group at any time prior to the Effective Time whether or not
         still conducted at the date of this Agreement; provided, however, that
         in no event shall "Rolled Products Business" include any business
         operated by Alcan Group following the Effective Time.

         "RULINGS APPLICATIONS" means all the applications for an advance tax
         ruling or letter submissions made to the CRA, any Provincial Revenue
         Authority or the IRS concerning the subject matter hereof (including,
         for greater certainty, any aspect of the Plan of Arrangement) prior to
         the date of this Agreement, and all such letter submissions made on or
         after the date hereof and prior to the Effective Date.

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                                                                              69


         "SECURITIES ACT" means the United States Securities Act of 1933.

         "SEC" means the United States Securities and Exchange Commission.

         "SEPARATED ASSETS" has the meaning set forth in Section 2.04.

         "SEPARATED BUSINESSES" means those Alcan Businesses specifically
         identified on SCHEDULE 1.01 - "SB" and, in the singular, means any one
         of them.

         "SEPARATED ENTITIES" means those Business Concerns forming part of
         Alcan Group which are identified on SCHEDULE 1.01 - "SE" and which (i)
         on and after the Reorganization Time form part of Arcustarget Group,
         and (ii) on and after the Effective Time form part of Novelis Group.

         "SEPARATION" means the multi-step process by which the Separated
         Businesses shall be transferred, directly or indirectly, from Alcan to
         Novelis and includes the Reorganization and the Arrangement.

         "SERVICES" has the meaning ascribed thereto in the Transitional
         Services Agreement.

         "SIERRE AGREEMENT" means the Sierre Master Agreement, including all
         individual agreements referred to therein as forming part thereof,
         substantially in the form attached hereto as EXHIBIT N.

         "SPECIFIED FINANCIAL LIABILITIES" or "SFLS" mean, in respect of any
         Person, all liabilities, obligations, contingencies, instruments and
         other Liabilities of a financial nature with Third Parties of, or
         relating to, such Person, including any of the following:

         (a)   foreign exchange contracts;
         (b)   letters of credit;
         (c)   guarantees of Third-Party loans;
         (d)   surety bonds (excluding surety for workers' compensation
               self-insurance);
         (e)   interest support agreements on Third Party loans;
         (f)   performance bonds or guarantees issued by Third Parties;
         (g)   swaps or other derivatives contracts;
         (h)   recourse arrangements on the sale of receivables or notes; and
         (i)   indemnities for damages for any breach of, or any inaccuracy in,
               any representation or warranty or any breach of, or failure to
               perform or comply with, any covenant, undertaking or obligation.

         "STANDSTILL PERIOD" means a period of twelve (12) months commencing on
         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.

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                                                                              70


         "TANGIBLE PERSONAL PROPERTY" means, in respect of any Person, all
         machinery, equipment, tools, furniture, office equipment, supplies,
         materials, vehicles and other items of tangible personal or movable
         property (other than Inventories and IT Assets) of every kind and
         wherever located that are owned or leased by the Person, together with
         any express or implied warranty by the manufacturers, sellers or
         lessors of any item or component part thereof and all maintenance
         Records and other documents relating thereto.

         "TARGETED ENTITY" has the meaning set forth in Section 14.04(a).

         "TAX" means any income, profit, gross receipts, license, payroll,
         employment, excise, severance, stamp, occupation, premium property,
         environmental, windfall profit, customs, vehicle, airplane, boat,
         vessel or other title or registration, capital, capital stock,
         franchise, employees' income withholding, foreign or domestic
         withholding, social security, unemployment, disability, real property,
         personal property, sales, use, goods and service, transfer, value
         added, alternative, add-on, minimum and other tax, fee, assessment,
         levy, tariff, charge, contribution to any governmental plan, or duty of
         any kind whatsoever and any interest, penalty, addition or additional
         amount thereon imposed, assessed or collected by or under the authority
         of any Governmental Authority or payable under any tax-sharing
         agreement or any other Contract.

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

         "TAX RULINGS" means the advance income tax ruling and opinions received
         by Alcan from the CRA dated December 15, 2004 and December 23, 2004,
         and any similar advance income tax rulings received by Alcan from a
         Provincial Revenue Authority or the IRS, and any amendments thereto,
         confirming the Canadian federal income tax consequences of certain
         aspects of the Arrangement and certain other transactions.

         "TAX SHARING AND DISAFFILIATION AGREEMENT" means the Tax Sharing and
         Disaffiliation Agreement substantially in the form attached hereto as
         EXHIBIT O.

         "TECHNICAL SERVICES AGREEMENT" means, individually or collectively, the
         Technical Services Agreements substantially in the forms attached
         hereto as EXHIBIT P.

         "THIRD PARTY" means a Person that is not a Party to this Agreement,
         other than a member of Alcan Group or a member of Novelis Group and
         that is not an Affiliate thereof.

         "THIRD PARTY ACQUIRER" has the meaning set forth in Section 14.04(a).

         "THIRD PARTY ACQUIRER CONTROLLER" has the meaning set forth in Section
         14.04(d).

         "THIRD PARTY CLAIM" has the meaning set forth in Section 9.04(b).

         "THIRD PARTY CONSENT" has the meaning set forth in Section 2.09.

         "TRANSFER IMPEDIMENT" has the meaning set forth in Section 5.01(a).

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                                                                              71


         "TRANSITION SERVICE SCHEDULE" has the meaning set forth in the
         Transitional Services Agreement.

         "TRANSITIONAL SERVICES AGREEMENT" means the Transitional Services
         Agreement substantially in the form attached hereto as EXHIBIT Q.

         "UNITED STATES" means the United States of America.

         "UNRELEASED LIABILITIES" has the meaning set forth in Section 5.02.

         "UNRELEASED PERSON" has the meaning set forth in Section 5.02.


<PAGE>

                                LIST OF EXHIBITS

Exhibit A         Alumina Supply Agreement
Exhibit B         By-laws of Novelis
Exhibit C         Certificate of incorporation of Novelis
Exhibit D         Employee Matters Agreement
Exhibit E         Energy Agreement
Exhibit F         FoilStock Supply Agreement
Exhibit G         Foil Supply Agreements
Exhibit H         Foil Supply and Distribution Agreement
Exhibit I         Intellectual Property Agreements
Exhibit J         Joint Procurement of Goods and Services Protocol
Exhibit K         Metal Supply Agreements
Exhibit L         Neuhausen Agreements
Exhibit M         Ohle Agreement
Exhibit N         Sierre Agreements
Exhibit O         Tax Sharing and Disaffiliation Agreement
Exhibit P         Technical Services Agreements
Exhibit Q         Transitional Services Agreement
Exhibit R         Non Compete Undertaking