CONVERSION AGREEMENT





between



Bei Abschluss noch in diesem Jahr ist der Vertragspartner Alcan

Deutschland GmbH, die in Novelis Deutschland GmbH umfirmieren wird.

Hannoversche Stra(beta)e 1



37 075 Gottingen,

hereinafter referred to as "Novelis"





and





Alcan Packaging Singen GmbH

Alusingen-Platz 1



78221 Singen/Hohentwiel



Hereinafter referred to as "APS"



Collectively referred to as "the Parties"









WHEREAS:



o    NOVELIS Inc. and ALCAN Inc. have agreed the terms of a Separation Agreement

     ('the Separation Agreement') under which NOVELIS will be separated out of

     the ALCAN group of companies. Such separation shall include -- inter alia

     -- the rolling businesses in Norf, Gottingen, Ludenscheid and Ohle. These

     rolling businesses form part of Novelis Deutschland GmbH ("Novelis") or the

     Joint Venture Alunorf GmbH, of which Novelis Deutschland GmbH will own 50%

     of shares.



o    Novelis carries on business in the manufacture of rolled aluminium, in

     particular aluminium foilstock ("Foilstock").



o    APS, which is currently a subsidiary of Alcan Inc. carries on business in

     the manufacture of packaging products, which incorporate aluminium foil.



o    The Parties have entered into this Agreement for the conversion of

     aluminium into Foilstock by Novelis at the rolling businesses at Norf for

     APS. With this Agreement the parties wish to set out the terms which they

     have agreed for the supply of Foilstock by NOVELIS from the rolling

     businesses at Norf to APS.



o    Whilst this Agreement sets out minimum supply obligations, the Parties

     expect that they may wish to negotiate terms for delivery of greater

     volumes.



o    Novelis in its future arm's length dealings with APS agrees to fairly

     and equitably maintain throughout the term of this Agreement its support

     for the business of APS



                                                                            1(9)



<PAGE>



     through new material development and technical service as it would with any

     third party customer.





IT IS HEREBY AGREED as follows:



1    DEFINITIONS AND INTERPRETATION



1.1       In this Agreement the following terms shall have the following

          meanings unless the context requires otherwise:





"Aluminium"              Aluminium Remelt Ingot in quality 99,7% / A7E / P1020

                         and/or Aluminium Sheet Ingot provided by APS to Novelis

                         originating from such suppliers (ie. currently Alcan

                         ISAL) that have formally qualified their Ingot in a

                         qualification procedure at the Norf facility.



"Conversion"             means the conversion of any aluminium into Foilstock,

                         but not necessarily identical Aluminium as provided by

                         APS.



"Conversion Price"       means the price for Conversion as set out in

                         Appendix A.



"Day"                    means calendar day.



"Effective Date"         means the "Effective Date" as defined in the Separation

                         Agreement



"First Year"             means the period commencing on Effective Date and

                         ending on 31st December 2005



"Foilstock"              means aluminium foilstock conforming to the

                         Specifications as set out in Appendix B



"Month"                  means each calendar month throughout the duration of

                         this Agreement



"Reasonable and Prudent

Operator"                shall mean a person seeking to perform its contractual

                         obligations and in so doing and in the general conduct

                         of its undertaking including in the operation,

                         maintenance and repair of any manufacturing or other

                         facilities exercising that degree of skill, diligence,

                         prudence and foresight and in the maintenance and

                         repair of any manufacturing or other facilities using

                         the type of equipment, materials and parts which would

                         reasonably and ordinarily be expected from a skilled

                         and experienced operator in substantial compliance with

                         all applicable laws, engaged in the same type of

                         undertaking in the same locality and under the same or

                         similar circumstances and conditions.



"Second Year"            means the period commencing on 1st January 2006 and

                         ending on 31st December 2006



"Third Year"             means the period commencing on 1st January 2007 and

                         ending on 31st December 2007.



                                                                            2(9)

<PAGE>

"Week"                   means each week, commencing 00.00 European Standard

                         Time or European Summer Time as the case may be on

                         Monday



"Year"                   means each period of 12 consecutive Months throughout

                         the duration of this Agreement, commencing on the

                         Effective Date



"Date of Delivery"       date on which Foilstock shall be delivered according to

                         the agreed delivery terms (Incoterms 2000).



1.2       The headings to the clauses are for convenience only, have no legal

          effect, and shall not affect the construction of this Agreement.



1.3       Therefore, the foregoing being an integral part of this agreement, the

          Parties have agreed:





2     SUBJECT MATTER



2.1       Objective of this Agreement is to set out the entire conditions and

          terms for the provision of Aluminium by APS, Conversion into Foilstock

          by Novelis at its rolling facilities at Norf and subsequent delivery

          of Foilstock to APS. APS will use the Foilstock at its cold rolling

          operations in Singen.



2.2       Any and all provisions of Aluminium by APS, Conversion into Foilstock

          and delivery of such Foilstock by Novelis to APS, shall be governed by

          the terms of this Agreement. The Parties expressly exclude the use of

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