Exhibit 10.7

                                  NOVELIS INC.

                    NOVELIS FOUNDERS PERFORMANCE AWARDS PLAN
                      (Amended and Restated March 14, 2006)


1.   PURPOSES AND INTRODUCTORY STATEMENTS.

The purposes of the Novelis Founders Performance Awards (the "Plan") are (i) to
promote alignment of key executives with critical new share price targets for
Novelis, (ii) to provide a one-time additional compensation opportunity for the
key executives who will have the most significant impact on future Novelis share
price, and (iii) to align the financial interests of the key executives with the
shareholders with the intention of ensuring that management wins when
shareholder returns are achieved.

The Plan provides for the award of Performance Share Units ("PSUs") if certain
Novelis share price improvement targets are achieved within the prescribed time
periods. A PSU is equivalent in value to one share of Novelis stock although the
PSU itself is not stock. There will be three equal (in number of PSUs) tranches
of PSUs and each tranche will have a specific share price improvement target.
PSUs for any tranche will be awarded when the share price improvement target for
that tranche is achieved. Any PSUs that are awarded are paid in cash at the time
prescribed by the Plan. The value of the PSUs to be paid will be determined at
the time of the payment and will be subject to the changes in the price of
Novelis shares (up or down) until payment is made.

2.   PARTICIPATION.

The key executives as selected by Novelis Management and approved by the Human
Resources Committee (the "Committee") will participate in the Plan.

3.   NOVELIS SHARE PRICE IMPROVEMENT TARGETS.

For the first tranche of PSUs, the Novelis share price improvement target is
$23.57 which is 8% higher than the initial March 24, 2005 price of $21.82; (i.e.
the closing NYSE price on March 24, 2005). The target applies for the period
March 24, 2005 through March 23, 2008.

For the second tranche of PSUs, the Novelis share price improvement target is
$25.31 which is 16% higher than the initial March 24, 2005 price of $21.82. The
$25.31 target applies for the period March 24, 2006 through March 23, 2008.

For the third tranche of PSUs, the Novelis share price improvement target is
$27.28 which is 25% higher than the initial March 24, 2005 price of $21.82. The
$27.28 target applies for the period March 24, 2007 through March 23, 2008.

4.   AWARD OF PERFORMANCE SHARES UNITS (PSUs).

The first tranche of PSUs will be awarded if, during the period March 24, 2005
through March 23, 2008, the share price reaches (or exceeds) the target price of
$23.57 and is maintained (or exceeded) for a period of fifteen (15) consecutive
trading days (based on NYSE daily closing prices) during the period.

The second tranche of PSUs will be awarded if, during the period March 24, 2006
through March 23, 2008, the share price reaches (or exceeds) the target price of
$25.31 (based on NYSE daily closing prices) and is maintained or exceeded for 15
consecutive trading days during an open trading period for Directors and
Executive Officers (i.e. any period, other than a blackout period, in which
directors and executives are free to purchase or sell shares in the company).

The third tranche of PSUs will be awarded if, during the period March 24, 2007
through March 23, 2008, the share price reaches (or exceeds) the target price of
$27.28 (based on NYSE daily closing prices) and is maintained or exceeded for 15
consecutive trading days during an open trading period for Directors and
Executive Officers (i.e. any period, other than a blackout period, in which
directors and executives are free to purchase or sell shares in the company).

5.   PAYMENT OF AWARDED PERFORMANCE SHARE UNITS (PSUs).

The first tranche of PSUs, if awarded, will be paid on the later of six months
from the date of the award or March 24, 2006. The price of the PSUs will be the
average of the daily closing prices on the NYSE for the last five (5) trading
days prior to the payment date. This price can be higher or lower than the
$23.57 share price improvement target based on actual market prices at the time
of the payment. The payment will be made in cash and will be subject to required
withholding taxes.

The second tranche of PSUs, if awarded, will be paid on the later of six months
from the date of the award or March 24, 2007. The price of the PSUs will be the
average of the daily closing prices on the last five (5) trading days prior to
the payment date. This price can be higher or lower than the $25.31 share price
improvement target based on actual market prices at the time of the payment. The
payment will be made in cash and will be subject to required withholding taxes.

The third tranche of PSUs, if awarded, will be paid on the later of six months
from the date of the award or March 24, 2008. The price of the PSUs will be the
average of the daily closing prices on the last five (5) trading days prior to
the payment date. This price can be higher or lower than the $27.28 share price
improvement target based on actual market prices at the time of the payment. The
payment will be made in cash and will be subject to required withholding taxes.

6.   CHANGE OF CONTROL.

Upon the occurrence of a Change of Control Event (as defined in the Separation
Agreement relating to Novelis's separation from Alcan inc.), all PSUs awarded
prior to the Change of Control Event will be paid. Any PSUs that have not been
awarded will be forfeited.

7.   TERMINATION OF EMPLOYMENT.

Upon the occurrence of a termination as the result of retirement, death or
disability, all PSUs awarded prior to the termination will be paid at the same
time as for active Participants. For all other terminations, all PSUs, whether
awarded or not, will be forfeited.

8.   NON-ASSIGNABLE.

No PSU or any interest therein shall be assignable by the Participant otherwise
than by will or the laws of descent and distribution. During the life of the
Participant, a PSU shall be paid only to the Participant or the Participant's
legal representative.

9.   ADMINISTRATION, AMENDMENT AND TERMINATION.

The Plan shall be administered by the Committee. The Committee shall have full
and complete authority to interpret the Plan and to prescribe such rules and
regulations and make such other determinations as it deems necessary or
desirable for the administration of the Plan.

The Novelis Board of Directors (the "Board") may at any time and from time to
time amend, suspend or terminate the Plan in whole or in part. No such
amendment, suspension or termination may, without the consent of the Participant
to whom PSUs have been awarded, adversely affect the rights of such Participant
with regard to those awarded PSUs.

10.  APPROVAL.

The Plan was adopted by the Board on March 24, 2005. The Plan was amended and
restated by the Board on March 14, 2006.

 March 14, 2006