Exhibit 10.1

                                  NOVELIS INC.
                               2006 INCENTIVE PLAN

                                    ARTICLE I
                                  ESTABLISHMENT

         1.1      Purpose. The purpose of Novelis Inc. 2006 Incentive Plan (the
"Plan") is to enhance Company performance by motivating, attracting, and
retaining key employees and directors through the issuance of equity and cash
awards. This Plan is intended to supersede the Novelis Conversion Plan of 2005
and the Novelis Inc. Stock Price Appreciation Unit Plan and no new awards will
be made under such prior plans after the effective date of this Plan.

         1.2      Effective Date. The Plan shall be effective as of the date the
stockholders of the Company approve the Plan.

                                   ARTICLE II
                                   DEFINITIONS

         As used in this Plan, the following terms shall be defined as set forth
below:

         2.1      "Award" means any Short-Term Incentive, Option, SAR,
Restricted Share, Restricted Share Unit, or Performance Award granted or payable
under the Plan.

         2.2      "Award Agreement" means an agreement, certificate, resolution
or other form of writing or other evidence approved by the Committee which sets
forth the terms and conditions of an Award. An Award Agreement may be in an
electronic medium, may be limited to a notation on the Company's books and
records and, if approved by the Committee, need not be signed by a
representative of the Company or a Participant.

         2.3      "Board" means the Board of Directors of the Company.

         2.4      "Cause" means (a) a Participant's conviction of any crime
(whether or not involving the Company) constituting a felony in the jurisdiction
involved; (b) conduct of a Participant related to the Participant's employment
for which either criminal or civil penalties against the Participant or the
Company may be sought; (c) material violation of the Company's policies,
including, but not limited to those relating to sexual harassment, the
disclosure or misuse of confidential information, or those set forth in Company
manuals or statements of policy; or (d) serious neglect or misconduct in the
performance of a Participant's duties for the Company or willful or repeated
failure or refusal to perform such duties.

         Any rights the Company may have in respect of the events giving rise to
Cause shall be in addition to the rights the Company may have under any other
agreement with a Participant or at law or in equity. Any determination of
whether a Participant's employment is (or is deemed to have been) terminated for
Cause shall be made by the Committee in its sole discretion, which determination
shall be final and binding on all parties. If, subsequent to a Participant's
termination of employment (whether voluntary or involuntary) without Cause, it
is discovered that the Participant's employment could have been terminated for
Cause, such Participant's employment shall be deemed to have been terminated for
Cause. A Participant's termination of employment for Cause shall be effective as
of the date of the occurrence of the event giving rise to Cause, regardless of
when the determination of Cause is made.

         2.5      "Change in Control" means the first to occur of any of the
following events:

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                  (i)      any person is or becomes the beneficial owner,
         directly or indirectly, of securities of the Company (not including in
         the securities beneficially owned by such person any securities
         acquired directly from the Company or its affiliates, other than in
         connection with the acquisition by the Company or its affiliates of a
         business) representing 35% or more of either the then outstanding
         shares of common stock of the Company or the combined voting power of
         the Company's then outstanding securities; or

                  (ii)     the majority of the members of the Board is replaced
         during any 12-month period by directors whose appointment or election
         is not endorsed by a majority of the members of the Board prior to the
         date of the appointment or election; or

                  (iii)    the consummation of a merger or  consolidation of the
         Company with any other entity, other than (a) a merger or consolidation
         which would result in the voting securities of the Company outstanding
         immediately prior to such merger or consolidation continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity or any parent thereof), in
         combination with the ownership of any trustee or other fiduciary
         holding securities under an employee benefit plan of the Company, 50%
         or more of the combined voting power of the voting securities of the
         Company or such surviving entity or any parent thereof outstanding
         immediately after such merger or consolidation, or (b) a merger or
         consolidation effected to implement a recapitalization of the Company
         (or similar transaction) in which no person is or becomes the
         beneficial owner, directly or indirectly, of securities of the Company
         (not including in the securities beneficially owned by such person any
         securities acquired directly from the Company or its affiliates, other
         than in connection with the acquisition by the Company or its
         affiliates of a business) representing 50% or more of either the then
         outstanding shares of common stock of the Company or the combined
         voting power of the Company's then outstanding securities; or

                  (iv)     the stockholders of the Company approve a plan of
         complete liquidation or dissolution of the Company or an agreement for
         the sale or disposition by the Company of all or substantially all of
         the Company's assets, other than a sale or disposition by the Company
         of all or substantially all of the Company's assets to an entity, 50%
         or more of the combined voting power of the voting securities of which
         is owned by persons in substantially the same proportions as their
         ownership of the Company immediately prior to such sale.

         Notwithstanding the foregoing, no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

         For purposes of this Section, "beneficial ownership" shall be
determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended.

         2.6      "Code" means the U.S. Internal Revenue Code of 1986, as
amended from time to time.

         2.7      "Committee" means the committee of the Board described
in Section 4.1.

         2.8      "Company" means Novelis Inc., a corporation organized under
the laws of Canada, or any successor corporation.

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         2.9      "Covered Employee" shall have the meaning as set forth in Code
Section 162(m).

         2.10     "Disability" means that a Participant is permanently and
totally disabled and unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of twelve months. The existence of a Disability shall be
determined by the Committee in its sole discretion.

         2.11     "Employee" means any person, including an officer, employed by
the Company or a Subsidiary as an employee. The Company's employment
classification of an individual shall be binding and controlling for all
purposes of the Plan and shall apply irrespective of any contrary employment
classification of such individual by the Internal Revenue Service, a court of
competent jurisdiction or any other person or entity.

         2.12     "Fair Market Value" means the fair market value of the
Shares as determined by the Committee from time to time. Unless otherwise
determined by the Committee, the fair market value shall be the closing price
for the Shares reported on the New York Stock Exchange on the relevant date or,
if there were no sales on such date, the closing price on the nearest preceding
date on which sales occurred.

         2.13     "Grant Date" means the date specified by the Committee on
which a grant of an Award shall become effective, which date shall not be
earlier than the date on which the Committee takes action with respect thereto.

         2.14     "Incentive Stock Option" means any Option that is
intended to qualify as an "incentive stock option" under Code Section 422 or any
successor provision. Only Participants who are employees of the Company or a
Subsidiary may receive Incentive Stock Options.

         2.15     "Non-Employee Director" means a director of the Company who is
not an active employee of the Company.

         2.16     "Nonqualified Stock Option" means an Option that is not
intended to qualify as an Incentive Stock Option.

         2.17     "Option" means any option to purchase Shares granted under
Article VI.

         2.18     "Participant" means an Employee or Non-Employee Director who
is selected by the Committee to receive benefits under this Plan.

         2.19     "Performance Award" means an Award of "Performance Shares" or
"Performance Units" granted pursuant to Article V that is contingent upon the
satisfaction of one or more Performance Objectives. Each Performance Share or
Performance Unit shall have an initial value equal to the Fair Market Value of
one Share.

         2.20     "Performance Objectives" has the meaning set for in
Article XI.

         2.21     "Performance Period" means a period of time established by the
Committee during which the attainment of Performance Objectives relating to an
Award are to be achieved.

         2.22     "Qualified Performance-Based Award" means an Award or portion
of an Award that is intended to satisfy the requirements for "qualified
performance-based compensation" under Code Section 162(m). The Committee shall
designate any Qualified Performance-Based Award as such at the time of grant.

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         2.23     "Restricted Shares" means an award of Shares granted pursuant
to Article VII that are subject to a substantial risk of forfeiture.

         2.24     "Restricted Share Units" means an award of a contractual
right granted pursuant to Article VII to receive a specified number of Shares or
cash at the end of a specified deferral period. Each Restricted Share Unit shall
have an initial value equal to the Fair Market Value of one Share.

         2.25     "Retirement" means a Participant's termination of employment
on or after (i) attaining age 65 or (ii) attaining age 55 and completing 10
years of service with the Company or Alcan Inc.

         2.26     "Shares" means shares of the Common Stock of the Company, no
par value.

         2.27     "Short Term Incentive" means an incentive payment described in
Section 8.1.

         2.28     "SAR" means an award of a contractual right granted pursuant
to Article VI to receive an amount equal to the appreciation in the Company's
Shares over a specified period.

         2.29     "Subsidiary" means a corporation or other entity in which the
Company owns or controls directly or indirectly more than 50% of the total
combined voting power represented by all classes of stock issued by such
corporation at the time of such grant.

                                   ARTICLE III
                         SHARES AVAILABLE UNDER THE PLAN

         3.1      Reserved Shares. Subject to adjustment as provided in
Section 3.4, the maximum number of Shares that may be issued or transferred
pursuant to this Plan shall not exceed 7,000,000 Shares. Such Shares may be
Shares of original issuance, Shares held in treasury, or Shares that have been
reacquired by the Company. Any shares of Common Stock that are subject to Awards
other than Options or SARs shall be counted against such overall Plan limit as
1.75 Shares for every Share granted.

         3.2      Stock  Option  Maximum.  In no event shall the number of
Shares issued upon the exercise of Incentive Stock Options exceed 3,000,000
Shares, subject to adjustment as provided in Section 3.4.

         3.3      Maximum Calendar Year Award. No Employee may receive Awards
representing more than 750,000 Shares or $20,000,000 in any one calendar year,
subject to adjustment as provided in Section 3.4. The maximum number of Shares
that may be granted to a Non-Employee Director shall not exceed 7,500 Shares in
any one calendar year, subject to adjustment as provided in Section 3.4.

         3.4      Adjustments. The Committee shall make such adjustments
in (a) the number of Shares covered by outstanding Awards granted hereunder, (b)
prices per share applicable to outstanding Options and SARs, and (c) the kind of
shares covered thereby (including shares of another issuer), as the Committee
determines to be equitable in order to prevent dilution or enlargement of the
rights of Participants that otherwise would result from any stock dividend,
stock split, combination or exchange of Shares, reorganization, partial or
complete liquidation or other distribution of assets (other than a normal cash
dividend), recapitalization or other change in the capital structure of the
Company, or other corporate transaction or event having an effect similar to any
of the foregoing. Adjustments under this Section 3.4 shall be made by the
Committee, whose determinations with regard thereto shall be final and binding
upon all persons.

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         3.5      Fractional  Shares.  The Company shall not be required to
issue any fractional Shares pursuant to this Plan. The Committee may provide for
the elimination of fractions or for the settlement thereof in cash.

         3.6      Unused and Forfeited Shares. Shares related to Awards that are
forfeited, terminated, expire unexercised, tendered by a Participant in
connection with the exercise of an Award, withheld from issuance in connection
with a Participant's payment of tax withholding liability, settled in cash in
lieu of Shares, or settled in such other manner so that a portion or all of the
Shares included in an Award are not issued to a Participant shall become
automatically available for other Awards. Notwithstanding the foregoing, any
Shares used for full or partial payment of the purchase price of the Shares with
respect to which an Option is exercised and any Shares retained by the Company
pursuant to Section 12.1 that were originally Incentive Stock Option Shares
shall be considered as having been granted for purposes of determining whether
the Share limitation provided for in Section 3.2 has been reached for purposes
of Incentive Stock Option grants.

         3.7      Additional Limitation on Certain Awards. Notwithstanding any
provision in this Plan to the contrary, (i) the minimum Performance Period with
respect to any performance-based Award shall be one year and (ii) the minimum
period with respect to any Award which vests or otherwise becomes payable based
solely on the passage of time shall be three years; provided that up to five
percent of the total Shares reserved for issuance under this Plan may be granted
by the Committee without regard to the limitations set forth in this Section
3.7.(1)

                                   ARTICLE IV
                               PLAN ADMINISTRATION

         4.1      Board Committee Administration. This Plan shall be
administered by the Human Resource Committee of the Board (or such other
Committee appointed by the Board from among its Non-Employee Directors),
provided that the full Board may act at any time as the Committee.
Notwithstanding the foregoing, the full Board shall be responsible for the
administration of Awards to Non-Employee Directors.

         4.2      Duties and Powers. The Committee shall have the full power and
discretion to administer, construe, and apply the provisions of the Plan and any
Award.

         4.3      Committee Delegation. The Committee may delegate to one or
more officers of the Company the authority to grant Awards to Participants who
are not Covered Employees of the Company, provided that the Committee shall have
fixed the total number of shares of Stock subject to such grants.

         4.4      Determinations Binding. All actions taken or determinations
made by the Committee, in good faith, with respect to the Plan, an Award or any
Award Agreement shall not be subject to review by anyone, but shall be final,
binding and conclusive upon all persons interested in the Plan or any Award. No
member of the Committee shall be liable to any person for any such action taken
or determination made in good faith.

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(1) Section 3.7 was added to the Plan pursuant to Amendment One dated
October 26, 2006.

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                                    ARTICLE V
                               PERFORMANCE AWARDS

         5.1      General. The Committee may from time to time authorize grants
to Participants of Performance Awards upon such terms and conditions as the
Committee may determine in accordance with provisions of this Article V.
Performance Awards shall be evidenced by an Award Agreement containing such
terms and provisions as the Committee may determine consistent with this Plan

         5.2      Incentive Opportunity. Prior to the beginning of each
Performance Period, the Committee shall specify the value of the opportunity
subject to the number of Performance Shares or Performance Units to which the
Performance Award pertains.

         5.3      Performance Period. The Performance Period with respect to
each Performance Award shall commence and end as of the dates determined by the
Committee under the terms of the applicable Award Agreement.

         5.4      Performance Objectives. Each Performance Award shall specify
the Performance Objectives that must be achieved before such Award shall become
vested and payable. The Committee may adjust such Performance Objectives if, in
the sole judgment of the Committee, events or transactions have occurred after
the grant that are unrelated to the performance of the Company and/or
Participant and result in distortion of the Performance Objectives. The
Committee also may specify a minimum acceptable level of achievement below which
no payment will be made and may set forth a formula for determining the amount
of any payment to be made if performance is at or above such minimum acceptable
level but falls short of the maximum achievement of the specified Performance
Objectives.

         5.5      Payment in Cash or Shares. The amount payable upon the
completion of the Performance Period and the achievement of the Performance
Objectives with respect to any Performance Award may be paid by the Company in
cash, Shares or any combination thereof and may either grant to the Participant
or reserve to the Committee the right to elect among those alternatives. The
determination of the payment in cash or Shares will be made at the beginning of
the Performance Period, unless otherwise specified by the Committee.

         5.6      Dividend Equivalents. Prior to the expiration of a Performance
Period and payment of any Shares or cash earned with respect to a Performance
Award, no dividend equivalents shall be paid or payable with respect to such
Award.

         5.7      Effect of Termination of Employment.

                  (i)      Unless otherwise specified by the Committee, in the
         event that the employment of a Participant shall terminate for any
         reason other than Retirement, Cause, Disability or death prior to the
         payment of any Performance Award granted to such Participant, all
         Performance Awards that have not paid as of the date of such
         termination shall be forfeited.

                  (ii)     Unless otherwise specified by the Committee, in the
         event that the employment of a Participant with the Company shall
         terminate on account of the Retirement, death, or Disability of the
         Participant prior to the payment of any Performance Award granted to
         such Participant, a pro rata portion of such Performance Award shall be
         payable to such Participant following the end of the applicable
         Performance Period. The amount payable pursuant to the preceding
         sentence shall be determined by assuming that 100% of such Performance
         Award was earned at the time of such termination of employment, and by
         multiplying the earned amount by a fraction, the numerator of which
         shall be the number of days that have elapsed in the applicable
         Performance Period prior to the Participant's termination of employment
         and the denominator of which shall be the total number of days in the
         Performance Period.

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                  (iii)    In the event of the termination of a Participant's
         employment for Cause, all outstanding Performance Awards granted to
         such Participant shall be forfeited.

         5.8      Effect of Change in Control. Unless otherwise specified by the
Committee, a pro rata portion of a Participant's Performance Awards shall be
payable to such Participant within ten days following a Change in Control. The
amount payable pursuant to the preceding sentence shall be determined by
assuming that 100% of such Performance Awards were earned at the time of such
Change in Control, and by multiplying the earned amount by a fraction, the
numerator of which shall be the number of days that have elapsed in the
applicable Performance Period prior to the Change in Control and the denominator
of which shall be the total number of days in the Performance Period.

                                   ARTICLE VI
                                OPTIONS AND SARS

         6.1      General. The Committee may from time to time authorize grants
to Participants of Options and/or SARs upon such terms and conditions as the
Committee may determine in accordance with provisions of this Article VI.
Options and SARs shall be evidenced by an Award Agreement containing such terms
and provisions as the Committee may determine consistent with this Plan.

         6.2      Number of Options or SARs. Each grant shall specify the number
of Shares subject to the Option.

         6.3      Exercise Price. Each grant shall specify an exercise price per
Option Share or SAR, provided that in no event shall the exercise price be less
than the Fair Market Value per Share on the Grant Date.

         6.4      Consideration for Options. The form of consideration to be
paid in satisfaction of the exercise price of an Option and the manner of
payment of such consideration include (i) cash in the form of currency or check
or other cash equivalent acceptable to the Company, (ii) nonforfeitable,
unrestricted Shares owned by the Participant which have a value at the time of
exercise that is equal to the option price, (iii) any other legal consideration
that the Committee may deem appropriate, on such basis as the Committee shall
determine in accordance with this Plan, or (iv) any combination of the
foregoing. Notwithstanding the foregoing, to the extent permitted by applicable
law, any grant may provide for payment of the exercise price of an Option from
the proceeds of sale through a bank or broker on the date of exercise of some or
all of the Shares to which the exercise relates.

         6.5      Payment for SARs. Upon exercise of a SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying (i) the difference between the Fair Market Value of a Share on the
date of exercise over the exercise price, times (ii) the number of Shares with
respect to which the SAR is exercised. Any grant may specify that the amount
payable upon the exercise of a SAR may be paid by the Company in cash, Shares or
any combination thereof and may either grant to the Participant or reserve to
the Committee the right to elect among those alternatives.

         6.6      Performance-Based Options and SARs. Any grant of an Option or
SAR may specify Performance Objectives that must be achieved as a condition to
vesting and/or exercise of the Option or SAR.

         6.7      Vesting. Each Option or SAR grant may specify the conditions
that must be satisfied before the Options or SARs (or installments thereof)
shall become vested and exercisable.

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         6.8      ISO Dollar Limitation. Options granted under this Plan may be
Incentive Stock Options, Nonqualified Stock Options or a combination of the
foregoing. Each grant shall specify whether (or the extent to which) the Option
is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year (under
all plans of the Company) exceeds $100,000, such Options shall be treated as
Nonqualified Stock Options.

         6.9      Exercise Period. Any grant may specify (i) a waiting period or
periods before Options or SARs shall become exercisable and (ii) permissible
dates or periods on or during which Options or SARs shall be exercisable. No
Option or SAR granted under this Plan may be exercised more than seven years
from the Grant Date. In addition, the exercise period for any Incentive Stock
Option for a Participant possessing more than 10% of the voting power of all
classes of stock of the Company shall not exceed five years. The Committee may
not extend the exercise period of an outstanding Option or SAR beyond the time
originally prescribed in the Award Agreement, except to the extent permitted
under Code Section 409A and U.S. Department of Treasury regulations or other
guidance issued thereunder.

         6.10     Repricing and Backdating Prohibited. The Committee shall not
reprice any outstanding Option or SAR including the cancellation of an existing
Option or SAR and substitution of a new Option or SAR with a lower exercise
price, directly or indirectly, without the approval of the stockholders of the
Company, provided that nothing herein shall prevent the Committee from taking
any action provided for in Section 3.4. In no event shall the Grant Date of any
Option or SAR be earlier than the date on which the Committee takes action with
respect thereto.

         6.11     Notification of Disqualifying Disposition. If any Participant
shall make any disposition of Shares issued pursuant to the exercise of an
Incentive Stock Option under the circumstances described in Section 421(b) of
the Code (relating to certain disqualifying dispositions), such Participant
shall notify the Company of such disposition within ten (10) days thereof.

         6.12     Effect of Termination of Employment.

                  (i)      Unless otherwise provided in an applicable Award
         Agreement, in the event that the employment of a Participant shall
         terminate for any reason other than Retirement, Cause, Disability or
         death, (a) Options and SARs granted to such Participant, to the extent
         that they were exercisable at the time of such termination, shall
         remain exercisable until the expiration of 90 days after such
         termination, on which date they shall expire, and (b) Options and SARs
         granted to such Participant, to the extent that they were not
         exercisable at the time of such termination, shall expire at the close
         of business on the date of such termination; provided however, no
         Option or SAR shall be exercisable after the expiration of its term.

                  (ii)     Unless otherwise provided in an applicable Award
         Agreement, in the event that the employment of a Participant shall
         terminate on account of the Retirement, death, or Disability of the
         Participant, (a) Options and SARs granted to such Participant, to the
         extent that they were exercisable at the time of such termination,
         shall remain exercisable until the expiration of one year after such
         termination, on which date they shall expire, and (b) Options and SARs
         granted to such Participant, to the extent that they were not
         exercisable at the time of such termination, shall expire at the close
         of business on the date of such termination; provided however, no
         Option or SAR shall be exercisable after the expiration of its term.

                  (iii)    In the event of the termination of a Participant's
         employment for Cause, all outstanding Options and SARs granted to such
         Participant (regardless of whether or not exercisable at the time of
         such termination) shall expire at the commencement of business on the
         effective date of such termination (or deemed termination).

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         6.13     Effect of Change in Control. Unless otherwise provided in an
applicable Award Agreement, all Options and SARs granted to Participants who are
employed by the Company or a Subsidiary at the time of such Change in Control
shall become fully vested and exercisable.

                                   ARTICLE VII
                  RESTRICTED SHARES AND RESTRICTED SHARE UNITS

         7.1      General. The Committee may from time to time authorize grants
to Participants of Restricted Shares and/or Restricted Share Units upon such
terms and conditions as the Committee may determine in accordance with
provisions of this Article VII. Each grant of Restricted Share and Restricted
Share Units shall be evidenced by an Award Agreement containing such terms and
provisions as the Committee may determine consistent with this Plan.

         7.2      Number of Restricted Shares or Units. Each grant shall specify
the number of Restricted Shares or Restricted Share Units to which it pertains.

         7.3      Transfer of Shares. Each grant of Restricted Shares shall
constitute an immediate transfer of the ownership of Shares to the Participant
in consideration of the performance of services, subject to the restrictions on
transfer hereinafter referred to. Each grant of Restricted Stock Units shall
constitute the agreement by the Company to issue or transfer Shares, cash or a
combination thereof to the Participant in the future subject to the fulfillment
of such conditions as the Committee may specify.

         7.4      Consideration. Each grant of Restricted Shares or Restricted
Share Units may be made without additional consideration from the Participant or
in consideration of a payment by the Participant that is less than the Fair
Market Value per share or unit on the Grant Date.

         7.5      Substantial Risk of Forfeiture. Each grant of Restricted
Shares shall provide that the Restricted Shares covered thereby shall be subject
to a "substantial risk of forfeiture" within the meaning of Code Section 83 for
a period to be determined by the Committee on the Grant Date. If any Participant
makes an election under Code Section 83(b) with respect to any Restricted Shares
granted hereunder, such Participant shall notify the Company with ten days of
such election.

         7.6      Dividends, Voting and Other Ownership Rights. Unless otherwise
provided in an applicable Award Agreement, an Award of Restricted Shares shall
entitle the Participant to dividend, voting and other ownership rights during
the period for which such substantial risk of forfeiture is to continue. Any
Award of Restricted Shares may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Shares, which may be subject to the same
restrictions as the underlying Award or such other restrictions as the Committee
may determine. To the extent set forth in a Participant's Award Agreement with
respect to Restricted Stock Units, a Participant shall be entitled to receive
dividend equivalents payable in cash or additional Shares on a current, deferred
or contingent basis.

         7.7      Performance-Based Restricted Shares and Restricted Stock
Units. Any grant of Restricted Shares or Restricted Stock Units may specify
Performance Objectives that must be achieved as a condition of vesting and/or
payment of such Restricted Shares or Restricted Stock Units.

         7.8      Effect of Termination of Employment.

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                  (i)      Unless otherwise provided in an applicable Award
         Agreement, in the event that the employment of a Participant shall
         terminate for any reason other than Retirement, Cause, Disability or
         death prior to the vesting of Restricted Shares or Restricted Stock
         Units granted to such Participant, all Restricted Shares and Restricted
         Stock Units that have not vested as of the date of such termination
         shall be forfeited.

                  (ii)     Unless  otherwise  provided  in an  applicable  Award
         Agreement, in the event that the employment of a Participant shall
         terminate on account of the Retirement, death or Disability of the
         Participant prior to the vesting of Restricted Shares or Restricted
         Stock Units granted to such Participant, a proportion of such
         Restricted Shares and Restricted Stock Units, to the extent not
         forfeited or canceled on or prior to such termination pursuant to any
         provision hereof, shall vest on the date of such termination. The
         proportion referred to in the preceding sentence shall be determined by
         multiplying the Participant's non-vested Restricted Shares or
         Restricted Stock Units by a fraction, the numerator of which shall be
         the number of days that have elapsed in the applicable vesting period
         prior to the Participant's termination of employment and the
         denominator of which shall be the total number of days in such vesting
         period.

                  (iii)    In the event a Participant's employment is or is
         deemed to have been terminated for Cause, all Restricted Shares and
         Restricted Stock Units granted to such Participant that have not vested
         as of the effective date of such termination shall be forfeited.

         7.9      Effect of Change in Control. Unless otherwise provided in an
applicable Award Agreement, all Restricted Shares and Restricted Stock Units
granted to Participants who are employed by the Company or a Subsidiary at the
time of such Change in Control shall become fully vested and non-forfeitable.

                                  ARTICLE VIII
                     SHORT-TERM INCENTIVES AND OTHER AWARDS

         8.1      Short-Term Incentives. For each fiscal year of the Company,
the Committee may establish an incentive pool or other incentive structure or
policy with respect to Participants who are not Non-Employee Directors. Any such
incentive pool, structure or policy shall be subject to such terms, restrictions
and conditions determined by the Committee and consistent with the terms of this
Plan. Short-Term Incentives may be paid in the form of cash, Shares or a
combination thereof as determined by the Committee in it discretion. Payment of
such Short-Term Incentives shall be subject to the following:

                  (i)      Unless otherwise specified by the Committee, in the
         event that the employment of a Participant shall terminate for any
         reason other than Retirement, Cause, Disability or death prior to the
         payment date of any Short-Term Incentive, such incentive opportunity
         shall be forfeited in its entirety.

                  (ii)     Unless otherwise specified by the Committee, in the
         event that the employment of a Participant with the Company shall
         terminate on account of the Retirement, death, or Disability of the
         Participant prior to the payment date of any Short-Term Incentive, a
         pro rata portion of such Short-Term Incentive shall be payable to such
         Participant following the end of the applicable Performance Period. The
         amount payable pursuant to the preceding sentence shall be determined
         by assuming that 100% of such Short-Term Incentive was earned at the
         time of such termination of employment, and by multiplying the earned
         amount by a fraction, the numerator of which shall be the number of
         days that have elapsed in the applicable Performance Period prior to
         the Participant's termination of employment and the denominator of
         which shall be the total number of days in the Performance Period.

                                       10
<PAGE>

                  (iii)    In the event of the termination of a Participant's
         employment for Cause, such Participant's incentive opportunity shall be
         forfeited in its entirety.

                  (iv)     Unless otherwise specified by the Committee, a pro
         rata portion of a Participant's Short-Term Incentive shall be payable
         to such Participant within ten days following a Change in Control. The
         amount payable pursuant to the preceding sentence shall be determined
         by assuming that 100% of such Short-Term Incentive was earned at the
         time of such Change in Control, and by multiplying the earned amount by
         a fraction, the numerator of which shall be the number of days that
         have elapsed in the applicable Performance Period prior to the Change
         in Control and the denominator of which shall be the total number of
         days in the Performance Period.

         8.2      Other Stock Awards. The Committee may, subject to limitations
under applicable law, grant to any Participant such other awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares or factors that may influence the
value of such Shares, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Shares, purchase
rights for Shares, awards with value and payment contingent upon performance of
the Company or specified Subsidiaries, affiliates or other business units
thereof or any other factors designated by the Committee, and awards valued by
reference to the book value of Shares or the value of securities of, or the
performance of specified Subsidiaries or affiliates or other business units of
the Company. The Committee shall determine the terms and conditions of such
awards. Shares delivered pursuant to an award in the nature of a purchase right
granted under this Article VIII shall be purchased for such consideration, paid
for at such time, by such methods, and in such forms, including, without
limitation, cash, Shares, other awards, notes or other property, as the
Committee shall determine.

         8.3      Payment In Lieu of Other Obligations. The Committee may grant
Shares as a bonus, or may grant other awards in lieu of obligations of the
Company or a Subsidiary to pay cash or deliver other property under this Plan or
under other plans or compensatory arrangements, subject to such terms as shall
be determined by the Committee.

                                   ARTICLE IX
                                 TRANSFERABILITY

         9.1      Transfer Restrictions. No Award granted under this Plan shall
be transferable by a Participant other than by will or the laws of descent and
distribution, and Options and SARs shall be exercisable during a Participant's
lifetime only by the Participant or, in the event of the Participant's legal
incapacity, by his guardian or legal representative acting in a fiduciary
capacity on behalf of the Participant under state law. Any attempt to transfer
an Award in violation of this Plan shall render such Award null and void.

         9.2      Restrictions on Transfer. Any Award made under this Plan may
provide that all or any part of the Shares that are (i) to be issued or
transferred by the Company upon the exercise of Options or SARs, upon the
termination of any deferral period applicable to Restricted Share Units or upon
payment of any Short-Term Incentives or Performance Awards, or (ii) no longer
subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Article VII, shall be subject to further restrictions upon
transfer.

                                       11
<PAGE>

                                    ARTICLE X
                               DEFERRAL OF AWARDS

         10.1     General. The Committee may permit Participants to elect to
defer the issuance of Shares or the settlement of Awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. In the case of an Award of Restricted Shares, the deferral may be
effected by the Participant's agreement to forego or exchange his or her Award
of Restricted Shares and to receive an Award of Restricted Share Units. The
Committee also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in Shares.

         10.2     Compliance with Code Section 409A. To the extent any Award (or
portion thereof) provides for the deferral of compensation and is subject to
Code Section 409A, such deferred compensation shall be subject to the following
limitations and conditions:

                  (i)      In no event shall any deferred compensation be
         distributed earlier than separation from service, death, disability, a
         time (or pursuant to a fixed schedule) specified at the date of the
         deferral of such compensation, a change in the ownership or effective
         control of the Company or in the ownership of a substantial portion of
         the assets of the Company, or the occurrence of an unforeseeable
         emergency.

                  (ii)     In the case of a Participant who is a key employee,
         as defined in Code Section 416(i), distribution due to separation from
         service may not be made before the date which is six months after the
         date of separation from service (or, if earlier, the date of death of
         such Participant).

                  (iii)    Except to the extent provided in U.S. Department of
         Treasury regulations or other guidance, any deferred compensation
         payable to a Participant may not be accelerated.

                  (iv)     To the extent a Participant is offered an opportunity
         to defer receipt of compensation for services performed during a
         taxable year, such Participant's deferral election must be made not
         later than the close of the preceding taxable year (or within 30 days
         of eligibility in the case of a newly eligible individuals) or at such
         other time as provided in U.S. Department of Treasury regulations or
         other guidance. Notwithstanding the foregoing, in the case of any
         performance-based compensation based on services performed over a
         period of at twelve months, such election may be made no later than six
         months before the end of such performance period.

                  (v)      To the extent a Participant is offered an opportunity
         to delay the payment date of any deferred compensation or to change the
         form in which such deferred compensation shall be paid, (a) the
         Participant's new election may not take effect for at least twelve
         months after the date on which the election is made, (b) except in the
         case of an election related to a payment due to disability, death or a
         change in ownership or effective control of the Company, the first
         payment with respect to which a new election is made must provide for a
         deferral period of not less than five years from the date such payment
         would otherwise have been made, and (c) any election relating to a
         specified time (or pursuant to a fixed schedule) may not be made less
         than twelve months prior to the date of the first scheduled payment.

                                       12
<PAGE>

         To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Code Section 409A and U.S. Department of Treasury
regulations and other interpretative guidance issued thereunder, including
without limitation any regulations or other guidance that may be issued after
the effective date of this Plan. Notwithstanding any provision of the Plan to
the contrary, in the event that following the effective date of this Plan any
Award is subject to Code Section 409A and related U.S. Department of Treasury
guidance (including such U.S. Department of Treasury guidance as may be issued
after the effective date of the Plan), the Committee may adopt such amendments
to the Plan and applicable Award Agreements or adopt other policies and
procedures (including amendments, policies and procedures retroactive effect),
or take any other actions, that the Committee determines are necessary or
appropriate to exempt the Award from Code Section 409A and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or
comply with the requirements of Code Section 409A and related U.S. Department of
Treasury guidance.

                                   ARTICLE XI
                             PERFORMANCE OBJECTIVES

         11.1     General. Performance Objectives means the performance
objectives established pursuant to this Plan for Participants who have received
Awards. Performance Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of an individual
Participant or the Subsidiary, division, department or function within the
Company or Subsidiary in which the Participant is employed. Performance
Objectives may be measured on an absolute or relative basis. Relative
performance may be measured by comparison to a group of peer companies or to a
financial market index. Any Performance Objectives applicable to a Qualified
Performance-Based Award are intended to be "performance-based" under Code
Section 162(m) and shall be limited to specified levels of or increases in one
or more of the following Performance Objectives: return on equity, regional
income, diluted earnings per share, net earnings, total earnings, earnings
growth, return on capital, working capital turnover, return on assets, earnings
before interest and taxes, sales, sales growth, gross margin return on
investment, increase in the fair market value of the Shares, share price
(including but not limited to, growth measures and total stockholder return),
operating profit, cash flow (including, but not limited to, operating cash flow
and free cash flow), cash flow return on investment (which equals net cash flow
divided by total capital), inventory turns, financial return ratios, total
return to stockholders, market share, earnings measures/ratios, economic value
added, balance sheet measurements such as receivable turnover, internal rate of
return, increase in net present value or expense targets, productivity and
satisfaction of environment, health and safety targets.

         11.2     Adjustments of Performance Objectives. Subject to any
limitation under Code Section 162(m) with respect to Covered Employees, the
Committee shall adjust Performance Objectives and the related minimum acceptable
level of achievement if, in the sole judgment of the Committee, events or
transactions have occurred after the Grant Date that are unrelated to the
performance of the Company and/or Participant and result in distortion of the
Performance Objectives or the related minimum acceptable level of achievement.
Potential transactions or events giving rise to adjustment include but are not
limited to (i) restructurings, discontinued operations, extraordinary items or
events, and other unusual or non-recurring charges; (ii) an event either not
directly related to the operations of the Company or not within the reasonable
control of the Company's management; or (iii) a change in tax law or accounting
standards required by generally accepted accounting principles.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.1     Withholding Taxes. To the extent that the Company is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, the Committee may withhold any amounts necessary to collect any
withholding taxes upon any taxable event relating to an Award. At the discretion
of the Committee, such arrangements may include relinquishment of a portion of
such benefit payable in cash or Shares.

                                       13
<PAGE>

         12.2     Change in Control. Notwithstanding any provision in this Plan
or an Award Agreement to the contrary, in the event that the Company undergoes a
Change in Control, or in the event the Company shall become a party to any
corporate merger, consolidation, major acquisition of property for stock,
separation, reorganization or liquidation, the Committee (or the board of
directors of any corporation assuming the obligations of the Company) shall have
the sole and absolute power and discretion to prescribe and amend the terms and
conditions for the exercise, or modification, of any outstanding Awards granted
hereunder. Such power and discretion shall include, but shall not be limited to,
the power and authority to remove restrictions on Restricted Shares, to modify
the performance requirements for any Awards, and to provide that Options or SARs
granted hereunder must be exercised in connection with the closing of such
transaction and that if not so exercised such Options and SARs will expire. Any
such determinations by the Committee may be made generally with respect to all
Participants, or may be made on a case-by-case basis with respect to particular
Participants. Notwithstanding the foregoing, any transaction undertaken for the
purpose of reincorporating the Company under the laws of another jurisdiction,
if such transaction does not materially affect the beneficial ownership of the
Company's capital, shall not constitute a merger, consolidation, major
acquisition of property for stock, separation, reorganization, liquidation, or
Change in Control.

         12.3     Certain Terminations of Employment, Hardship and Approved
Leaves of Absence. Notwithstanding any other provision of this Plan to the
contrary, in the event of termination of employment by reason of death,
Disability, Retirement or leave of absence approved by the Company, or in the
event of hardship or other special circumstances, of a Participant who holds an
Option or SAR that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, any Restricted Share Units as to which
any deferral period is not complete, any Performance Awards that have not been
fully earned, or any Shares that are subject to any transfer restriction, the
Committee may in its sole discretion take any action that it deems to be
equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or
requirement with respect to any Award under this Plan.

         12.4     Right of Recapture. If, at any time within one year after the
date on which a Participant exercises an Option or SAR or on which Restricted
Shares or Restricted Share Units vest or on which income is realized by a
Participant in connection with any other Award (each of which events shall be a
"realization event"), the Committee determines in its discretion that the
Company has been materially harmed by the Participant, whether such harm (a)
results in the Participant's termination or deemed termination of employment for
Cause or (b) results from any activity of the Participant determined by the
Committee to be in competition with any activity of the Company, or otherwise
prejudicial, contrary or harmful to the interests of the Company (including, but
not limited to, accepting employment with or serving as a consultant, adviser or
in any other capacity to an entity that is in competition with or acting against
the interests of the Company), then any gain realized by the Participant from
the realization event shall be paid by the Participant to the Company upon
notice from the Company. Such gain shall be determined as of the date of the
realization event, without regard to any subsequent change in the Fair Market
Value of the Company's Shares. The Company shall have the right to offset such
gain against any amounts otherwise owed to the Participant by the Company
(whether as wages, vacation pay, or pursuant to any benefit plan or other
compensatory arrangement).

         12.5     Foreign Participants. To facilitate the making of any Award or
combination of Awards under this Plan, the Committee may provide for such
special terms for Awards to Participants who are foreign nationals, or who are
employed by or perform services for the Company or any Subsidiary outside of the
United States of America, as the Committee may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to, or amendments, restatements or
alternative versions of, this Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of this Plan as in effect
for any other purpose, provided that no such supplements, amendments,
restatements or alternative versions shall include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless this Plan
could have been amended to eliminate such inconsistency without further approval
by the stockholders of the Company.

                                       14
<PAGE>

         12.6     Amendment or Termination. This Plan may be amended or
terminated at any time by action of the Board; provided that (i) no amendment
may increase any of the limitations specified in Article III, other than to
reflect an adjustment made in accordance with Section 3.4, without the further
approval of the stockholders of the Company, and (ii) subject to Section 12.2,
no amendment or termination may in any manner adversely affect any Awards
theretofore granted under the Plan without the consent of the Participants
holding such Awards. The Board may condition any amendment or termination on the
approval of the stockholders of the Company if such approval is necessary or
deemed advisable with respect to the applicable listing or other requirements of
a national securities exchange or other applicable laws, policies or
regulations.

         12.7     Conditional Awards. The Committee may condition the grant of
any Award or combination of Awards under the Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Company or any Subsidiary to the
Participant.

         12.8     No Employment Right. This Plan shall not confer upon any
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary and shall not interfere in any way with any
right that the Company or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.

         12.9     Tax Qualification. To the extent that any provision of this
Plan would prevent any Option that was intended to qualify under particular
provisions of the Code from so qualifying, such provision of this Plan shall be
null and void with respect to such Option, provided that such provision shall
remain in effect with respect to other Options, and there shall be no further
effect on any provision of this Plan.

         12.10    Duration of the Plan. Unless sooner terminated in accordance
with Section 12.6, this Plan shall automatically terminate on the fifth
anniversary of the date upon which it is approved by the stockholders of the
Company, and no Award shall be granted after such fifth anniversary.

         12.11    Limitations Period. Any person who believes he or she is being
denied any benefit or right under the Plan may file a written claim with the
Committee. Any claim must be delivered to the Committee within forty-five (45)
days of the specific event giving rise to the claim. Untimely claims will not be
processed and shall be deemed denied. The Committee, or its designated agent,
will notify the Participant of its decision in writing as soon as
administratively practicable. Claims not responded to by the Committee in
writing within ninety (90) days of the date the written claim is delivered to
the Committee shall be deemed denied. The Committee's decision shall be final
and conclusive and binding on all persons. No lawsuit relating to the Plan may
be filed before a written claim is filed with the Committee and is denied or
deemed denied and any lawsuit must be filed within one year of such denial or
deemed denial or be forever barred.

         12.12    Governing Law. The validity, construction and effect of this
Plan and any Award hereunder will be determined in accordance the laws of state
of Georgia.

                                       15
<PAGE>

         12.13    Investment Representations. As a condition to the exercise or
granting of an Award, the Committee may require the person exercising or
receiving such Award to represent and warrant that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         12.14    Uncertificated Shares. To the extent that the Plan provides
for issuance of certificates to reflect the transfer of Shares, the transfer of
such Shares may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the rules of any stock exchange.

         12.15    Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company may make to aid it
in meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
Participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.

         12.16    Beneficiary Designation. Each Participant under the Plan may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Committee
during the Participant's lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to the
Participant's estate.

                                       16