<PAGE>
                                                                  EXECUTION COPY

                                                      (METAL SUPPLY AGREEMENT #1
                                                          REMELT ALUMINUM INGOT)

                                                                    EXHIBIT 10.2

                             METAL SUPPLY AGREEMENT

                                     between

                                  NOVELIS INC.

                                 (as Purchaser)

                                       and

                                   ALCAN INC.
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                                      -ii-


                                  (as Supplier)

                     FOR THE SUPPLY OF REMELT ALUMINUM INGOT

           DATED JANUARY 5, 2005, WITH EFFECT AS OF THE EFFECTIVE DATE
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.  DEFINITIONS AND INTERPRETATION..........................................    1
   1.1   Definitions........................................................    1
   1.2   Currency...........................................................    5
   1.3   Vienna Convention..................................................    5

2.  ALUMINUM................................................................    6
   2.1   Supply and Sale by the Supplier....................................    6
   2.2   Purchase by the Purchaser..........................................    6
   2.3   Notification of Quantities of Aluminum Required by the Purchaser...    6
   2.4   Scheduling of Quantities...........................................    7
   2.5   Supplier's Shipping Obligations....................................    8
   2.6   Price..............................................................    8
   2.7   Quality............................................................    9
   2.8   Payment............................................................    9
   2.9   Delivery...........................................................   10
   2.10  Title and Risk of Loss.............................................   10

3.  FORCE MAJEURE...........................................................   10
   3.1   Effect of Force Majeure............................................   10
   3.2   Definition.........................................................   11
   3.3   Notice.............................................................   11
   3.4   Pro Rata Allocation................................................   11
   3.5   Consultation.......................................................   11
   3.6   Termination........................................................   12

4.  ASSIGNMENT..............................................................   12
   4.1   Prohibition on Assignments.........................................   12
   4.2   Assignment within Alcan Group or Novelis Group.....................   12

5.  TERM AND TERMINATION....................................................   13
   5.1   Effectiveness......................................................   13
   5.2   Term...............................................................   13
   5.3   Extension..........................................................   13
   5.4   Termination........................................................   13

6.  EVENTS OF DEFAULT.......................................................   14

7.  REPRESENTATIONS AND WARRANTIES..........................................   15

8.  CONFIDENTIALITY.........................................................   15

9.  DISPUTE RESOLUTION......................................................   15
   9.1   Disputes...........................................................   15
   9.2   Continuing Obligations.............................................   15
</TABLE>
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<TABLE>
<S>                                                                            <C>
10. MISCELLANEOUS...........................................................   15
   10.1  Construction.......................................................   15
   10.2  Notices............................................................   15
   10.3  Governing Law......................................................   16
   10.4  Judgment Currency..................................................   16
   10.5  Entire Agreement...................................................   17
   10.6  Conflicts..........................................................   17
   10.7  Severability.......................................................   17
   10.8  Survival...........................................................   17
   10.9  Execution in Counterparts..........................................   17
   10.10 Amendments.........................................................   17
   10.11 Waivers............................................................   18
   10.12 No Partnership.....................................................   18
   10.13 Taxes, Royalties and Duties........................................   18
   10.14 Limitations of Liability...........................................   18
</TABLE>

SCHEDULES

1    Contract Tonnage and Estimated Requirement and Shipping Schedule for
     Contract Year 1

2    Aluminum Specifications

3.   Low Profile Sow
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                             METAL SUPPLY AGREEMENT

THIS AGREEMENT entered into in the City of Montreal, Province of Quebec, is
dated January ____, 2005, with effect as of the Effective Date.

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

AND:       ALCAN INC., a corporation organized under the Canada Business
           Corporations Act ("ALCAN" or the "SUPPLIER").

RECITALS:

WHEREAS Alcan and Novelis have entered into a Separation Agreement pursuant to
which they set out the terms and conditions relating to the separation of the
Separated Businesses from the Remaining Alcan Businesses (each as defined
therein), such that the Separated Businesses are to be held, as at the Effective
Time (as defined therein), directly or indirectly, by Novelis (such agreement,
as amended, restated or modified from time to time, the "SEPARATION AGREEMENT").

WHEREAS the Supplier wishes to supply, and the Purchaser wishes to purchase,
subject to the terms and conditions of this Agreement, Aluminum (as defined
below) required by the Purchaser at the Delivery Sites (as defined below).

WHEREAS the Parties have entered into this Agreement in order to set forth such
terms and conditions.

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

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     For the purposes of this Agreement, the following terms and expressions and
     variations thereof shall, unless another meaning is clearly required in the
     context, have the meanings specified or referred to in this Section 1.1:

     "AFFECTED PARTY" has the meaning set forth in Section 3.1.

     "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
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                                      -2-


     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.

     "AGREED DISCOUNT" means $7 (or such other amount as may be notified by the
     Supplier to the Purchaser in writing 3 months prior to the application of
     such other amount) per Tonne of Aluminum supplied from the Supplier's
     Allouette smelter to the Purchaser's Saguenay Works facility.

     "AGREEMENT" means this Metal Supply Agreement, including all of the
     Schedules hereto.

     "ALCAN" means Alcan Inc.

     "ALCAN GROUP" means Alcan and its Subsidiaries from time to time on and
     after the Effective Date.

     "ALUMINUM" means aluminum metal conforming to the Specifications set forth
     in SCHEDULE 2, produced at the Supplier Facilities.

     "ALUMINUM PRICE" for any calendar month means the arithmetic average of the
     midwest transaction prices for primary high grade aluminum as published in
     Metals Week on each day during the calendar month preceding such calendar
     month or as otherwise determined pursuant to Section 2.6(b), less *** of
     the Three Month LME Price for such calendar month, less the Agreed Discount
     (if applicable).

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

     "BILL OF LADING DATE" means the date of the bill of lading representing
     Aluminum cargo to be delivered under this Agreement.

     "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).

     "COMMERCIALLY REASONABLE EFFORTS" means the efforts that a reasonable and
     prudent Person desirous of achieving a business result would use in similar
     circumstances to ensure that such result is achieved as expeditiously as
     possible in the context of commercial

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     the Securities and Exchange Commission. Confidential treatment has been
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                                      -3-


     relations of the type contemplated in this Agreement; provided, however,
     that an obligation to use Commercially Reasonable Efforts under this
     Agreement does not require the Person subject to that obligation to assume
     any material obligations or pay any material amounts to a Third Party or
     take actions that would reduce the benefits intended to be obtained by such
     Person under this Agreement.

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

     "CONTRACT TONNAGE" has the meaning set out in Section 2.3(c).

     "CONTRACT YEAR" means (a) initially the period commencing on the Effective
     Date and ending on the last day of the calendar year in which the Effective
     Date occurs (such initial period being "CONTRACT YEAR 1") and (b)
     thereafter, each successive period consisting of twelve calendar months
     (the first such period being "CONTRACT YEAR 2"), provided that the final
     Contract Year shall end on the last day of the Term.

     "CPT" means, to the extent not inconsistent with the provisions of this
     Agreement, CPT as defined in Incoterms 2000, published by the ICC, Paris,
     France, as amended from time to time.

     "DEFAULT INTEREST RATE" means the rate of interest charged by the Supplier
     from time to time on late payments in accordance with Supplier's normal
     commercial practice as indicated on invoices issued by Supplier to
     Purchaser hereunder.

     "DEFAULTING PARTY" has the meaning set forth in Section 6.

     "DELIVERY SITE" means any of the following facilities of the Purchaser as
     specified, in respect of each shipment of Aluminum, in the Monthly
     Requirement Schedule provided by the Purchaser hereunder:

     (a)  Logan Aluminum, Russelville, Kentucky;

     (b)  Oswego Plant, Oswego, New York;

     (c)  Berea Plant, Berea, Kentucky;

     (d)  Greensboro Plant, Greensboro, Georgia;

     (e)  Scepter Aluminum, New Johnsville, Tennessee;

     (f)  Saguenay Works Facility, located at 2040 Fay Street, Jonquiere,
          Quebec, Canada; and

     (g)  such other facilities of the Purchaser as may be agreed to by the
          Parties in writing.

     "DISPUTES" has the meaning set forth in Section 9.1.
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                                      -4-


     "DOLLARS" or "$" means the lawful currency of the United States of America.

     "EFFECTIVE DATE" means the "Effective Date" as defined in the Separation
     Agreement.

     "EVENT OF DEFAULT" has the meaning set forth in Section 6.

     "FORCE MAJEURE" has the meaning set forth in Section 3.2.

     "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.

     "ICC" means the International Chamber of Commerce.

     "INCOTERMS 2000" means the set of international rules updated in the year
     2000 for the interpretation of the most commonly used trade terms for
     foreign trade, as published by the ICC.

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

     "LME" means the London Metal Exchange.

     "METAL REQUIREMENT SCHEDULES" means the Monthly Requirement Schedule.

     "MONTHLY REQUIREMENT SCHEDULE" has the meaning set forth in Section 2.4(a).

     "NOVELIS" means Novelis Inc.

     "NOVELIS GROUP" means Novelis Inc. and its Subsidiaries from time to time
     on and after the Effective Date.

     "PARTY" means each of the Purchaser and the Supplier as a party to this
     Agreement and "PARTIES" means both of them.

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

     "PURCHASER" has the meaning set forth in the Preamble to this Agreement.

     "SALES TAXES" means any sales, use, consumption, goods and services, value
     added or similar tax, duty or charge imposed by a Governmental Authority
     pursuant to Applicable Law.

     "SEPARATION AGREEMENT" has the meaning set out in the Preamble to this
     Agreement.
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                                      -5-


     "SPECIFICATIONS" means specifications for Aluminum as set out in SCHEDULE
     2, as such Schedule may be amended from time to time by agreement of the
     Parties.

     "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.

     "SUPPLIER" has the meaning set forth in the Preamble to this Agreement.

     "SUPPLIER FACILITIES" means smelters owned by the Supplier or any other
     smelters that produce LME registered brand aluminum (other than smelters
     located in India, Egypt or Iran).

     "TERM" has the meaning set forth in Section 5.2.

     "TERMINATING PARTY" has the meaning set forth in Section 6.

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

     "THIRD PARTY CLAIM" has the meaning set forth in the Separation Agreement.

     "THREE MONTH LME PRICE" for any calendar month means the arithmetic average
     LME 3-Month sellers price for primary high grade aluminum, as published in
     Metal Bulletin on each day during the calendar month preceding such
     calendar month, or as otherwise determined pursuant to Section 2.6(b). As
     an example, the Three Month LME Price for the month of April will be based
     on aluminum prices published during the month of March.

     "TONNE" means 1,000 kilograms.

1.2  CURRENCY

     All references to currency herein are to Dollars unless otherwise
     specified.

1.3  VIENNA CONVENTION

     The Parties agree that the terms of the United Nations Convention (Vienna
     Convention) on Contracts for the International Sale of Goods (1980) shall
     not apply to this Agreement or the obligations of the Parties hereunder.
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                                      -6-


2.   ALUMINUM

2.1  SUPPLY AND SALE BY THE SUPPLIER

     (a)  Subject to the terms and conditions of this Agreement, beginning on
          the Effective Date and continuing throughout the Term of this
          Agreement, the Supplier shall supply and sell to the Purchaser "CPT
          the applicable Delivery Site" the quantities of Aluminum set out in
          the Monthly Requirement Schedules, subject to Section 2.4(b) and
          provided that such quantities are equal, in each Contract Year, to the
          Contract Tonnage for such Contract Year.

     (b)  The Supplier shall supply Aluminum from a Supplier Facility of the
          Supplier's choosing or from such other sources and locations as may be
          agreed by the Parties. The Supplier shall consider supplying, but
          shall not be obligated to supply, Aluminum to the Purchaser from the
          Supplier's smelter located in Sebree, Kentucky. The Supplier shall
          also consider supplying, but shall not be obligated to supply,
          Aluminum from its Alouette smelter to Purchaser's Saguenay Works
          Facility at a discounted price.

2.2  PURCHASE BY THE PURCHASER

     Subject to the terms and conditions of this Agreement, beginning on the
     Effective Date and continuing throughout the Term of this Agreement, the
     Purchaser shall purchase and take delivery from the Supplier "CPT the
     applicable Delivery Site" the quantities of Aluminum set out in the Monthly
     Requirement Schedules, subject to Section 2.4(b) and provided that such
     quantities are equal, in each Contract Year, to the Contract Tonnage for
     such Contract Year.

2.3  NOTIFICATION OF QUANTITIES OF ALUMINUM REQUIRED BY THE PURCHASER

     (a)  The Purchaser estimates that the Purchaser will require approximately
          *** Tonnes of Aluminum annually. Subject to Section 2.4(b), the
          Contract Tonnage for each Contract Year during the first three
          Contract Years in the Term of this Agreement shall be no greater than
          *** Tonnes of Aluminum and no less than *** Tonnes of Aluminum.

     (b)  The Purchaser and the Supplier shall use Commercially Reasonable
          Efforts to arrange for shipping and delivery schedules to be evenly
          spread on a monthly basis throughout each Contract Year.

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     (c)  On or before October 31 in each Contract Year, the Purchaser shall
          submit to the Supplier a notice setting forth the annual quantity of
          Aluminum required for the next succeeding Contract Year (the "CONTRACT
          TONNAGE" for such Contract Year), and an estimated shipping schedule
          and quantities of Aluminum to be purchased in each calendar month of
          such Contract Year. In establishing such shipping schedule, the
          Purchaser shall endeavour to divide the Contract Tonnage as evenly as
          possible for delivery throughout each month in the Contract Year
          (monthly range: Contract Tonnage divided by 12 plus or minus 15% in
          any given month, provided that the Contract Tonnage is respected). The
          Contract Tonnage for Contract Year 1, and the estimated shipping
          schedule and quantities of Aluminum to be delivered in each calendar
          month during Contract Year 1, is set out in SCHEDULE 1 hereto.

2.4  SCHEDULING OF QUANTITIES

     (a)  Throughout the Term of this Agreement, by the fifteenth (15th) day of
          each calendar month (and if such day is not a Business Day, on the
          Business Day immediately preceding such 15th day), the Purchaser shall
          notify the Supplier of:

          (i)  the quantity of Aluminum it will purchase during the following
               calendar month; the Purchaser shall use Commercially Reasonable
               Efforts to ensure that the quantities identified in the Monthly
               Requirement Schedules in each Contract Year are as nearly equal
               as possible, and in any event would not fluctuate in respect of
               delivery in any particular month by more or less than fifteen
               percent (15%) of the Contract Tonnage divided by 12; and

          (ii) the Purchaser's best estimate (which is non-binding) of its
               Aluminum requirements during the two (2) calendar months
               following the calendar month referred to in Section 2.4(a)(i);

          collectively, the "MONTHLY REQUIREMENT SCHEDULE".

     The Monthly Requirement Schedule for the first twelve (12) calendar months
     in the Term of this Agreement is set out in SCHEDULE 1 hereto.

     (b)  The Parties agree that (i) the Aluminum delivered hereunder to the
          Purchaser's Delivery Site located in Oswego, New York in each Contract
          Year shall be no less than *** Tonnes (spread evenly thoughout the
          year at approximately *** Tonnes per month) plus 75% of Aluminum
          supplied in excess of *** Tonnes in each Contract Year, and (ii) the
          Supplier shall supply at least *** Tonnes of Aluminum in each

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     the Securities and Exchange Commission. Confidential treatment has been
     requested with respect to the omitted portions.
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                                      -8-


     Contract Year from smelters in the Province of Quebec, Canada, in which the
     Supplier holds an ownership interest.

2.5  SUPPLIER'S SHIPPING OBLIGATIONS

     (a)  Notwithstanding the provisions of Incoterms 2000 and Section 2.10, the
          Supplier acknowledges its responsibility to make all necessary
          arrangements for the shipment and the transportation of Aluminum to
          the Delivery Site on behalf of the Purchaser. The Supplier shall act
          as the disclosed agent of the Purchaser in entering into contracts for
          hiring carriers for the shipment of Aluminum under this Agreement. In
          doing this, the Supplier shall use Commercially Reasonable Efforts to
          obtain competitive freight rates and shall consult with the Purchaser
          before entering into any long term contracts for hiring carriers on
          behalf of the Purchaser. The Supplier shall use Commercially
          Reasonable Efforts to ensure that such transportation is suitable for
          delivering the Aluminum to the Delivery Site.

     (b)  The Supplier undertakes to maintain the same practices and levels of
          service in respect of shipments of Aluminum hereunder as are
          consistent with its past and current practices. The Supplier
          undertakes to ensure that any shipment of Aluminum supplied hereunder:

          (i)  to the Purchaser's facilities at Oswego Plant, Oswego, New York,
               may be made by rail or truck, in accordance with current practice
               at the time this Agreement is entered into, with any change
               requiring mutual agreement;

          (ii) to the Purchaser's facilities at the Logan Aluminum Plant,
               Russelville, Kentucky, are made by either rail or truck, at the
               Supplier's option; and

          (iii) to the Purchaser's other Delivery Sites, by means of transport
               at the option of the Supplier.

2.6  PRICE

     (a)  The price payable by the Purchaser to the Supplier for each Tonne of
          Aluminum sold and purchased pursuant to Sections 2.1 and 2.2 shall be
          the Aluminum Price. The date used for calculating the Aluminum Price
          for any shipment of Aluminum shall be the Bill of Lading Date.

     (b)  In the event that (i) the LME ceases or suspends trading in Aluminum,
          (ii) Metal Week ceases to be published or ceases to publish the
          relevant reference price for determining the Aluminum Price, or (iii)
          Metal Bulletin ceases to be published or ceases publication of the
          relevant reference price for determining the Three Month LME Price,
          the Parties shall meet with a view to agreeing on an alternative
          publication or, as applicable, an alternative reference price. If the
          Parties fail to reach an agreement within sixty (60) days of any Party
          having notified the other to enter into discussions to agree to an
          alternative publication or reference price, then
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                                      -9-


          the Chairman of the LME in London, England or his nominee shall be
          requested to select a suitable reference in lieu thereof and an
          appropriate amendment to the terms of this Section 2.6. The decision
          of the Chairman or his nominee shall be final and binding on the
          Parties.

2.7  QUALITY

     (a)  Aluminum supplied under this Agreement shall comply with the
          Specifications set forth in SCHEDULE 2. The Supplier shall use
          Commercially Reasonable Efforts to notify the Purchaser prior to
          shipment of any Aluminum that does not meet Specifications. The
          Purchaser shall not be required to accept delivery of any Aluminum
          that does not meet Specifications. If the Purchaser does not accept
          delivery of Aluminum not meeting Specifications, the Supplier's
          obligation shall be limited to the assumption of all costs for return
          of such Aluminum to the Supplier, and for the delivery of replacement
          Aluminum to the Purchaser. All other express or implied warranties,
          conditions and other terms relating to Aluminum hereunder, including
          warranties relating to merchantability or fitness for a particular
          purpose, are hereby excluded to the fullest extent permitted by
          Applicable Law.

     (b)  If the Specifications for Aluminum supplied by the Supplier change,
          the Supplier may propose that the Specifications set forth in SCHEDULE
          2 be amended to reflect such changes, and SCHEDULE 2 shall be amended
          with the agreement of both Parties. If the revised Specifications do
          not result in increased costs for the processing of such Aluminum by
          the Purchaser, the Purchaser shall not withhold or delay its consent
          to such proposed amendment to the specifications.

     (c)  The Purchaser and the Supplier shall comply with their obligations set
          forth in SCHEDULE 2.

2.8  PAYMENT

     (a)  The Purchaser shall pay the Supplier in full, in accordance with
          Supplier's commercial invoice, for each shipment of Aluminum meeting
          the Specifications set out in Schedule 2 or otherwise accepted by
          Purchaser. Payment shall be made every 14 days commencing February 14,
          2005 (each a "Payment Date"), or if such day is not a Business Day,
          then on the immediately following Business Day. Payment shall be made
          on each Payment Date in respect of all invoices issued not later than
          31 days prior to such payment date and not previously paid, with
          invoices issued after such date being payable on the next following
          Payment Date.

     (b)  If the Purchaser believes that a shipment of Aluminum does not meet
          the Specifications set out in SCHEDULE 2 and has rejected such
          shipment in a timely manner in accordance with the terms hereof, it
          need not pay the invoice. However, if the Purchaser subsequently
          accepts that the Aluminum complies with the Specifications set out in
          SCHEDULE 2, the Purchaser shall pay the invoice and, if
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                                      -10-


          payment is overdue pursuant to Section 2.8(a) above, interest in
          accordance with Section 2.8(c).

     (c)  If any payment required to be made pursuant to Section 2.8(a) above is
          overdue, the full amount shall bear interest at a rate per annum equal
          to the Default Interest Rate calculated on the actual number of days
          elapsed, accrued from and excluding the date on which such payment was
          due, up to and including the actual date of receipt of payment in the
          nominated bank or banking account.

     (d)  All amounts paid to the Supplier or the Purchaser hereunder shall be
          paid in Dollars by wire transfer in immediately available funds or by
          ACH to the account specified by the Supplier or Purchaser, as
          applicable, by notice from time to time by one Party to the other
          hereunder.

     (e)  If any Party fails to purchase or supply, as applicable, any quantity
          of Aluminum in any month as required under the terms of this
          Agreement, such Party shall be liable to the other Party for all
          direct damages, losses and costs resulting from such failure, provided
          that such other Party shall use its Commercially Reasonable Efforts to
          mitigate such damages, losses and costs.

2.9  DELIVERY

     Aluminum shall be delivered CPT the applicable Delivery Site. The delivery
     of Aluminum pursuant to this Section 2.9 shall be governed by Incoterms
     2000, as amended from time to time.

2.10 TITLE AND RISK OF LOSS

     Title to and risk of damage to and loss of Aluminum shall pass to the
     Purchaser as the Aluminum is delivered by the Supplier to the carrier.

3.   FORCE MAJEURE

3.1  EFFECT OF FORCE MAJEURE

     No Party shall be liable for any loss or damage that arises directly or
     indirectly through or as a result of any delay in the fulfilment of or
     failure to fulfil its obligations in whole or in part (other than the
     payment of money as may be owed by a Party) under this Agreement where the
     delay or failure is due to Force Majeure. The obligations of the Party
     affected by the event of Force Majeure (the "AFFECTED PARTY") shall be
     suspended, to the extent that those obligations are affected by the event
     of Force Majeure, from the date the Affected Party first gives notice in
     respect of that event of Force Majeure until cessation of that event of
     Force Majeure (or the consequences thereof).
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                                      -11-


3.2  DEFINITION

     "FORCE MAJEURE" shall mean any act, occurrence or omission (or other
     event), subsequent to the commencement of the Term hereof, which is beyond
     the reasonable control of the Affected Party including, but not limited to:
     fires, explosions, accidents, strikes, lockouts or labour disturbances,
     floods, droughts, earthquakes, epidemics, seizures of cargo, wars (whether
     or not declared), civil commotion, acts of God or the public enemy, action
     of any government, legislature, court or other Governmental Authority,
     action by any authority, representative or organisation exercising or
     claiming to exercise powers of a government or Governmental Authority,
     compliance with Applicable Law, blockades, power failures or curtailments,
     inadequacy or shortages or curtailments or cessation of supplies of raw
     materials or other supplies, failure or breakdown of equipment of
     facilities, the invocation of Force Majeure by any party to an agreement
     under which any Party's operations are affected, and any declaration of
     Force Majeure by the facility producing the Aluminum, or any other event
     beyond the reasonable control of the Parties whether or not similar to the
     events or occurrences enumerated above. In no circumstances shall problems
     with making payments constitute Force Majeure.

3.3  NOTICE

     Upon the occurrence of an event of Force Majeure, the Affected Party shall
     promptly give notice to the other Party hereto setting forth the details of
     the event of Force Majeure and an estimate of the likely duration of the
     Affected Party's inability to fulfil its obligations under this Agreement.
     The Affected Party shall use Commercially Reasonable Efforts to remove the
     said cause or causes and to resume, with the shortest possible delay,
     compliance with its obligations under this Agreement provided that the
     Affected Party shall not be required to settle any strike, lockout or
     labour dispute on terms not acceptable to it. When the said cause or causes
     have ceased to exist, the Affected Party shall promptly give notice to the
     other Party that such cause or causes have ceased to exist.

3.4  PRO RATA ALLOCATION

     If the Supplier's supply of any Aluminum to be delivered to the Purchaser
     is stopped or disrupted by an event of Force Majeure, the Supplier shall
     have the right to allocate its available supplies of such Aluminum, if any,
     among any or all of its existing customers whether or not under contract,
     in a fair and equitable manner. In addition, where the Supplier is the
     Affected Party, it may (but shall not be required to) offer to supply, from
     another source, Aluminum of similar quality in substitution for the
     Aluminum subject to the event of Force Majeure to satisfy that amount which
     would have otherwise been sold and purchased hereunder at a price which may
     be more or less than the price hereunder.

3.5  CONSULTATION

     Within thirty (30) days of the cessation of the event of Force Majeure, the
     Parties shall consult with a view to reaching agreement as to the
     Supplier's obligation to provide, and the Purchaser's obligation to take
     delivery of, that quantity of Aluminum that could not be
<PAGE>
                                      -12-


     sold and purchased hereunder because of the event of Force Majeure,
     provided that any such shortfall quantity has not been replaced by
     substitute Aluminum pursuant to the terms above.

     In the absence of any agreement by the Parties, failure to deliver or
     accept delivery of Aluminum which is excused by or results from the
     operation of the foregoing provisions of this Section 3 shall not extend
     the Term of this Agreement and the quantities of Aluminum to be sold and
     purchased under this Agreement shall be reduced by the quantities affected
     by such failure.

3.6  TERMINATION

     (a)  If an event of Force Majeure where the Affected Party is the Purchaser
          shall continue for more than *** consecutive calendar months, then the
          Supplier shall have the right to terminate this Agreement.

     (b)  If an event of Force Majeure where the Affected Party is the Supplier
          shall continue for more than *** consecutive calendar months, then the
          Purchaser shall have the right to terminate this Agreement.

4.   ASSIGNMENT

4.1  PROHIBITION ON ASSIGNMENTS

     No Party shall assign or transfer this Agreement, in whole or in part, or
     any interest or obligation arising under this Agreement, except as
     permitted by Section 4.2, without the prior written consent of the other
     Party.

4.2  ASSIGNMENT WITHIN ALCAN GROUP OR NOVELIS GROUP

     (a)  With the consent of Novelis, such consent not to be unreasonably
          withheld or delayed, Alcan may elect to have one or more of the
          Persons comprising the Alcan Group assume the rights and obligations
          of the Supplier under this Agreement, provided that

          (i)  Alcan shall remain fully liable for all obligations of the
               Supplier hereunder, and

          (ii) the transferee will remain at all times a member of the Alcan
               Group;

          any such successor to Alcan as a Supplier under this Agreement shall
          be deemed to be the "SUPPLIER" for all purposes of the Agreement.

----------
***  Certain information on this page has been omitted and filed separately with
     the Securities and Exchange Commission. Confidential treatment has been
     requested with respect to the omitted portions.
<PAGE>
                                      -13-


     (b)  With the consent of Alcan, such consent not to be unreasonably
          withheld or delayed, Novelis may elect to have one or more of the
          Persons comprising the Novelis Group assume the rights and obligations
          of the Purchaser under this Agreement, provided that

          (i)  Novelis shall remain fully liable for all obligations of the
               Purchaser hereunder, and

          (ii) the transferee will remain at all times a member of the Novelis
               Group;

          any such successor to Novelis as Purchaser under this Agreement shall
          be deemed to be the "PURCHASER" for all purposes of this Agreement.

5.   TERM AND TERMINATION

5.1  EFFECTIVENESS

     This Agreement shall come into effect upon the Effective Date.

5.2  TERM

     The term of this Agreement (the "TERM") shall be from the Effective Date
     until ***, unless terminated earlier or extended pursuant to the provisions
     of this Agreement.

5.3  EXTENSION

     One year prior to the expiration of the Term, the Parties may, upon the
     request of any Party, meet to negotiate in good faith a possible extension
     of the Term for a further period on terms to be mutually agreed. If no such
     Agreement is reached between the Parties, the Agreement shall terminate
     upon expiry of the Term.

5.4  TERMINATION

     This Agreement shall terminate:

     (a)  upon expiry of the Term;

     (b)  upon the mutual agreement of the Parties prior to the expiry of the
          Term;

     (c)  pursuant to Section 3.6 as a result of Force Majeure; or

     (d)  upon the occurrence of an Event of Default, in accordance with Section
          6.

----------
***  Certain information on this page has been omitted and filed separately with
     the Securities and Exchange Commission. Confidential treatment has been
     requested with respect to the omitted portions.
<PAGE>
                                      -14-


6.   EVENTS OF DEFAULT

     This Agreement may be terminated in its entirety immediately at the option
     of a Party (the "TERMINATING PARTY"), in the event that an Event of Default
     occurs in relation to the other Party (the "DEFAULTING PARTY"), and such
     termination shall take effect immediately upon the Terminating Party
     providing notice to the Defaulting Party of the termination.

     For the purposes of this Agreement, each of the following shall
     individually and collectively constitute an "EVENT OF DEFAULT" with respect
     to a Party:

     (a)  such Party defaults in payment of any payments which are due and
          payable by it pursuant to this Agreement, and such default is not
          cured within thirty (30) days following receipt by the Defaulting
          Party of notice of such default;

     (b)  such Party breaches any of its material obligations pursuant to this
          Agreement (other than as set out in paragraph (a) above), and fails to
          cure it within sixty (60) days after receipt of notice from the
          non-defaulting Party specifying the default with reasonable detail and
          demanding that it be cured, provided that if such breach is not
          capable of being cured within sixty (60) days after receipt of such
          notice and the Party in default has diligently pursued efforts to cure
          the default within the sixty (60) day period, no Event of Default
          under this paragraph (b) shall occur;

     (c)  such Party breaches any material representation or warranty, or fails
          to perform or comply with any material covenant, provision,
          undertaking or obligation in or of the Separation Agreement;

     (d)  in relation to the Purchaser (1) upon the occurrence of a Non Compete
          Breach (as defined in the Separation Agreement) and the giving of
          notice of the termination of this Agreement by Alcan to Novelis
          pursuant to Section 14.03(b) of the Separation Agreement and pursuant
          to this paragraph of this Agreement, or (2) upon the occurrence of a
          Change of Control Non Compete Breach (as defined in the Separation
          Agreement) and the giving of notice of the termination of this
          Agreement by Alcan to Novelis pursuant to Section 14.04(e) of the
          Separation Agreement, in which event the termination of this Agreement
          shall be effective immediately upon Alcan providing Novelis notice
          pursuant to Section 14.03(b) or Section 14.04(e) of the Separation
          Agreement;

     (e)  such Party (i) is bankrupt or insolvent or takes the benefit of any
          statute in force for bankrupt or insolvent debtors, or (ii) files a
          proposal or takes any action or proceeding before any court of
          competent jurisdiction for dissolution, winding-up or liquidation, or
          for the liquidation of its assets, or a receiver is appointed in
          respect of its assets, which order, filing or appointment is not
          rescinded within sixty (60) days; or

     (f)  proceedings are commenced by or against such Party under the laws of
          any jurisdiction relating to reorganization, arrangement or
          compromise.
<PAGE>
                                      -15-


7.   REPRESENTATIONS AND WARRANTIES

     The Parties hereby reiterate for the purposes of this Agreement those
     representations and warranties set forth in Article VI of the Separation
     Agreement.

8.   CONFIDENTIALITY

     Each of the Parties shall at all times be in full compliance with its
     obligations under Sections 11.07 and 11.08 (Confidentiality) of the
     Separation Agreement.

9.   DISPUTE RESOLUTION

9.1  DISPUTES

     The Master Agreement with respect to Dispute Resolution, effective on the
     Effective Date, among the Parties and other parties thereto shall govern
     all disputes, controversies or claims (whether arising in contract, delict,
     tort or otherwise) ("DISPUTES") 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), or the commercial or
     economic relationship of the Parties relating hereto or thereto.

9.2  CONTINUING OBLIGATIONS

     The existence of a Dispute with respect to this Agreement between the
     Parties shall not relieve either Party from performance of its obligations
     under this Agreement that are not the subject of such Dispute.

10.  MISCELLANEOUS

10.1 CONSTRUCTION

     The terms of Section 16.04 (Construction) of the Separation Agreement shall
     apply to this Agreement, mutatis mutandis, as if all references therein to
     the "Agreement" were deemed to be references to this Agreement.

10.2 NOTICES

     All notices and other communications under this Agreement shall be in
     writing and shall be deemed to be duly given (a) on the date of delivery,
     if delivered personally, (b) on the first Business Day following the date
     of dispatch if delivered by a nationally recognized next-day courier
     service, (c) on the date of actual receipt if delivered by registered or
     certified mail, return receipt requested, postage prepaid or (d) if sent by
     facsimile transmission, when transmitted and receipt is confirmed by
     telephone. All notices hereunder shall be delivered as follows:
<PAGE>
                                      -16-


     IF TO THE PURCHASER, 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

     IF TO THE SUPPLIER, TO:

     ALCAN INC.
     1188 Sherbrooke Street West
     Montreal, Quebec
     H3A 3G2

     Fax: 514-848-8115

     Attention: Chief Legal Officer

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

10.3 GOVERNING LAW

     This 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.

10.4 JUDGMENT CURRENCY

     The obligations of a Party to make payments hereunder shall not be
     discharged by an amount paid in any currency other than Dollars, whether
     pursuant to a court judgment or arbitral award or otherwise, to the extent
     that the amount so paid upon conversion to Dollars and transferred to an
     account indicated by the Party to receive such funds under normal banking
     procedures does not yield the amount of Dollars due, and each Party hereby,
     as a separate obligation and notwithstanding any such judgment or award,
     agrees to indemnify the other Party against, and to pay to such Party on
     demand, in Dollars, any difference between the sum originally due in
     Dollars and the amount of Dollars received upon any such conversion and
     transfer.
<PAGE>
                                      -17-


10.5 ENTIRE AGREEMENT

     This Agreement, the Separation Agreement and schedules, exhibits, annexes
     and appendices 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,
     negotiations, discussions, writings, understandings, commitments and
     conversations with respect to such subject matter. No agreements or
     understandings exist between the Parties with respect to the subject matter
     hereof other than those set forth or referred to herein or therein.

10.6 CONFLICTS

     In case of any conflict or inconsistency between this Agreement and the
     Separation Agreement, this Agreement shall prevail.

10.7 SEVERABILITY

     If any provision of this Agreement or the application thereof to any Person
     or circumstance is determined by a court of competent jurisdiction to be
     invalid, void or unenforceable, the remaining provisions hereof, or the
     application of such provision to Persons or circumstances or in
     jurisdictions other than those as to which it has been held invalid or
     unenforceable, shall remain in full force and effect and shall in no way be
     affected, impaired or invalidated thereby, so long as the economic or legal
     substance of the transactions contemplated hereby is not affected in any
     manner adverse to any Party. Upon such determination, the Parties shall
     negotiate in good faith in an effort to agree upon such a suitable and
     equitable provision to effect the original intent of the Parties.

10.8 SURVIVAL

     The obligations of the Parties under Sections 2.6, 2.7, 2.8, 8, 9, 10.3 and
     10.8 and liability for the breach of any obligation contained herein shall
     survive the expiration or earlier termination of this Agreement.

10.9 EXECUTION IN COUNTERPARTS

     This Agreement may be executed in one or more counterparts, all of which
     shall be considered one and the same agreement, and shall become effective
     when one or more counterparts have been signed by each of the Parties and
     delivered to the other Party.

10.10 AMENDMENTS

     No provisions of this Agreement shall be deemed waived, amended,
     supplemented or modified by any Party, unless such waiver, amendment,
     supplement or modification is in writing and signed by the authorized
     representative of the Party against whom it is sought to enforce such
     waiver, amendment, supplement or modification.
<PAGE>
                                      -18-


10.11 WAIVERS

     No failure on the part of a Party to exercise and no delay in exercising,
     and no course of dealing with respect to, any right, power or privilege
     under this Agreement shall operate as a waiver thereof, nor shall any
     single or partial exercise of any right, power or privilege under this
     Agreement preclude any other or further exercise thereof or the exercise of
     any other right, power or privilege. The remedies provided herein are
     cumulative and not exclusive of any remedies provided by Applicable Law.

10.12 NO PARTNERSHIP

     Nothing contained herein or in the Agreement shall make a Party a partner
     of any other Party and no Party shall hold out the other as such.

10.13 TAXES, ROYALTIES AND DUTIES

     All royalties, taxes and duties imposed or levied on any Aluminum delivered
     hereunder (other than any taxes on the income of the Supplier) shall be for
     the account of and paid by the Purchaser.

10.14 LIMITATIONS OF LIABILITY

     (a)  Neither Party shall be liable to the other Party for any indirect,
          collateral, incidental, special, consequential or punitive damages,
          lost profit or failure to realize expected savings or other commercial
          or economic loss of any kind, howsoever caused, and on any theory of
          liability (including negligence) arising in any way out of this
          Agreement; provided, however, that the foregoing limitations shall not
          limit any Parties' indemnification obligations for Liabilities with
          respect to Third Party Claims as set forth Article IX of the
          Separation Agreement (as if such Article IX was set out in full herein
          by reference to the obligations of the Parties hereunder).

     (b)  Sections 9.04, 9.05, 9.06, 9.07 and 9.09 of the Separation Agreement
          shall apply mutatis mutandis with respect to any Liability subject to
          any indemnification or reimbursement pursuant to this Agreement.

     [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Metal Supply Agreement
to be executed by their duly authorized representatives.

                                        NOVELIS INC.


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


                                        ALCAN INC.


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