NOVELIS CONVERSION PLAN OF 2005

Exhibit 4.2

NOVELIS CONVERSION PLAN OF 2005

1. PURPOSES AND INTRODUCTORY STATEMENTS.

(a) The purposes of the Novelis Conversion Plan of 2005 (the "PLAN")
are (i) to encourage key employees to continue employment or service with
Novelis Inc. (the "COMPANY") and its subsidiaries following the Distribution
referred to below, (ii) to provide a means for encouraging key employees to
obtain an increased proprietary interest in the enterprise and an additional
incentive to further its growth and development, and (iii) to furnish maximum
incentive to those persons to improve operations and increase profits and to
strengthen the mutuality of interest between those persons and the Company's
shareholders by providing them with stock options.

(b) In connection with the distribution by Alcan Inc. ("ALCAN") of
substantially all of its aluminum rolled products businesses to the Company,
Alcan's capital reorganization and the related ancillary transactions (the
"DISTRIBUTION"), all Alcan stock options (the "ORIGINAL OPTIONS") held by
employees of Alcan or its subsidiaries who have become employees of the Company
or its subsidiaries are to be replaced with options to purchase the Company's
common shares (the "CONVERTED OPTIONS").

(c) In connection with the Distribution and through this Plan, the
Company will provide the means to assure some continuity of expectation to
future benefits, if any, that employees who continue employment or service with
Novelis and its subsidiaries might otherwise have had with respect to the Alcan
Executive Stock Option Plan (the "FORMER PLAN").

(d) Company common shares to be issued upon exercise of the Converted
Options and new options granted under this Plan (the "New Options") will be
delivered under this Plan. The terms of this Plan apply only to both the
Converted Options and the New Options. Certain provisions of the Former Plan
have been retained in this Plan for reference purposes only, even though they
have no future application.

2. DEFINITIONS.

"Board of Directors" means the Board of Directors of the Company;

"Committee" means those members of the Human Resources Committee of the
Board of Directors who are not employees of the Company or of any
Subsidiary;

"Common Share" or "Share" means a Common Share of the Company;

"Company" means Novelis Inc.;

"Converted Options" means the options to purchase Shares of the Company to
be granted under this Plan, in connection with the Distribution, to
employees of the Company and its Subsidiaries as replacement options for
the Original Options;

"Director" means a Director of the Company;

"Effective Date" means, in respect of a Converted Option, the date on which
an Original Option was granted or any subsequent date so designated by the
relevant Alcan committee at the time the Original Option was granted, and,
in respect of a New Option, the date on which a New Option was granted or
any subsequent date so designated by the Committee at the time the New
Option was granted;

"Former Plan" means the Alcan Executive Share Option Plan;

"Holding Period" has the meaning set out in paragraph 8 below;

"In the Money Amount" means in relation to an Original Option or a
Converted Option, as applicable,



the amount by which the fair market value of the Alcan common shares or the
Shares that are subject to the option, as applicable, exceeds the
subscription price under such option.

"Majority Acquisition" means the acquisition by any person through an
unsolicited take-over bid of more than 50% of the voting shares of the
Company;

"Majority Election" means any election of Directors at which any person who
has made an unsolicited take-over bid succeeds (together with others) in
obtaining the election of a majority of the members of the Board of
Directors of his choice;

"Market Value" means the average of the high and low prices of Shares on
The Toronto Stock Exchange on the relevant day, or if two or more sales of
Shares shall not have been reported for that day, on the next preceding day
for which there have been two or more reported sales.

"New Options" means the options to purchase Shares of the Company granted
under this Plan to employees of the Company and its Subsidiaries, other
than Converted Options granted at the time of Distribution;

"Optionee" means a person who is granted Converted Options or New Options
pursuant to this Plan;

"Option Period" has the meaning set out in paragraph 7 below;

"Original Options" means the options to purchase Alcan common shares
granted under the Former Plan that are to be replaced with Converted
Options in connection with the Distribution;

"Plan" means this Novelis Conversion Plan of 2005, adopted by the Company
on December 22, 2004, as amended from time to time;

"Retirement" means (unless otherwise determined by the Committee):

(i) retirement in accordance with the provisions of those employee
benefit plans of the Company or any Subsidiary covering the Optionee,
or

(ii) if the Optionee is not covered by any such plan, as determined by the
Committee, or

(iii) the placing of a terminated Optionee on the Company's non-active
payroll in order to permit such Optionee to attain early retirement
age;

"Shareholder" means a holder of Common Share(s);

"Subsidiary" means any company in which the Company owns, directly or
indirectly, more than 50% of the voting stock;

"Vested Portion" means that number of Shares covered by a Converted Option
in respect of which the Converted Option may be exercised at any given
time, as determined in paragraph 7 below; and

"Waiting Period" means a period of at least three months commencing on the
Effective Date and such additional period, if any, as was established by
the relevant Alcan committee at the time of the grant of the Original
Option, such additional period to be subject to such terms and conditions,
including conditions for the earlier termination of such additional period,
as the Committee may determine.

3. ADMINISTRATION.

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.


4. GRANT OF OPTIONS

Each employee of Alcan or its Subsidiaries holding one or more Original
Options who becomes an employee of the Company or its Subsidiaries in
connection with the Distribution shall, upon the effectiveness of the
Distribution or at such later date as such person becomes an employee of
the Company or its Subsidiaries, be hereby granted a Converted Option for
each such Original Option. The number of Shares to be covered by a
Converted Option shall be the number determined on or following the
Distribution, established in accordance with the following:

A = B multiplied by C divided by D

Where:

A means the number of Shares to be covered by the Converted Option,
rounded down to the nearest integer,

B means the number of Alcan common shares covered by the Original
Option,

C means the volume-weighted average price of an Alcan common share on
The Toronto Stock Exchange for the last trading day prior to the
Distribution, in Canadian dollars, and

D means the volume-weighted average price of a Share on The Toronto
Stock Exchange for the first trading day following the Distribution,
in Canadian dollars.

In no event shall the aggregate In the Money Amount applicable to the
Converted Options determined immediately after the Distribution exceed the
aggregate In the Money Amount applicable to the Original Options determined
preceding the Distribution.

Subject to applicable laws and stock exchange rules and regulations, the
Committee may grant New Options in respect of a maximum number of Shares
representing by three percent of the number of Shares outstanding as at the
completion of the Distribution, provided however that the aggregate number
of Converted Options and New Options granted under this Plan shall not
exceed ten percent of the number of Shares outstanding as at the completion
of the Distribution. The Committee shall from time to time, in respect of
New Options, designate the Optionees as well as the number of Shares to be
covered by each New Option and shall fix the Effective Date of the New
Option.

Any Optionee may hold more than one Converted Option or one New Option.

5. SUBSCRIPTION PRICE

The subscription price for each Share covered by a Converted Option shall
be the price in United States dollars determined on or following the
Distribution, established in accordance with the following:

E =F multiplied by D multiplied by USD divided by C

Where:

E means the subscription price for each Share covered by a Converted
Option, in United States dollars,

F means the subscription price for each Share covered by the Original
Option, in Canadian dollars,

C means the volume-weighted average price of an Alcan common share on
The Toronto Stock Exchange for the last trading day prior to the
Distribution, in Canadian dollars,

D means the volume-weighted average price of a Novelis common share on
The Toronto Stock Exchange for the first trading day following the
Distribution, in Canadian dollars, and

USD means nominal noon exchange rate for the United States dollar,
expressed in United States dollars per Canadian dollar, as published
by the Bank of Canada on the first trading day following the
Distribution.

The subscription price for each Share covered by a New Option shall be
established by the Committee at not less than 100% of the Market Value of a
Share on the Effective Date

6. EXERCISE OF OPTION

A Converted Option may be exercised in respect of the Vested Portion in
whole at any time or in part from time to time during the Option Period.
The subscription price of Shares shall be paid in full in cash at the time
of exercise of the Converted Option.

A New Option may be exercised in the manner prescribed by the Committee in
whole at any time or in part from time to time during the Option Period or
in such amounts and at such times during the Option Period as the Committee
may determine. The subscription price of Shares shall be paid in full in
cash at the time of exercise of the New Option

7. OPTION VESTING AND TERMINATION PERIODS

Each Converted Option shall be exercisable by the Optionee in respect of
the Vested Portion during a period ("Option Period") beginning on the later
of the date of first vesting and the expiry date of the Waiting Period, if
any, and terminating not later than ten years after the Effective Date,
except that:

7.1 in the case of certain Optionees who are, or may be deemed to be,
insiders of the Company in accordance with any applicable law, the
Waiting Period shall not be shorter than the period prescribed by such
law;

7.2 subject to the Option Period stated above, the Option Period shall
terminate not later than five years after the earlier of:

(a) the death of the Optionee, and

(b) the Retirement of the Optionee; and

7.3 the Option Period shall (unless otherwise determined by the Committee)
terminate immediately upon the resignation of the Optionee or other
termination (except if paragraph 7.2 applies) of employment of the
Optionee by the Company.

Each New Option shall be exercisable by the Optionee during an Option
Period established by the Committee at the time the New Option is granted
which shall terminate not later than ten years after the Effective Date,
except that:

7.4 in the case of certain Optionees who are, or may be deemed to be,
insiders of the Company in accordance with any applicable law, the
Waiting Period shall not be shorter than the period prescribed by such
law;

7.5 subject to the Option Period stated above, the Option Period shall
terminate not later than five years after the earlier of:

(a) the death of the Optionee, and

(b) the Retirement of the Optionee; and

7.6 the Option Period shall (unless otherwise determined by the Committee)
terminate immediately upon the resignation of the Optionee or other
termination (except if paragraph 7.5 applies) of employment of the
Optionee by the Company.

In the case of death, the Optionee's estate shall have the right to
exercise Converted Options at any time with respect to all, or from time to
time with respect to any portion, of the Vested Portion which the



Optionee had not previously exercised. The Optionee's estate shall have the
right to exercise New Options at any time with respect to all or from time
to time with respect to any portion of New Options which the Optionee had
not previously exercised.

All rights under an Converted Option or a New Option unexercised in whole
or in part at the termination of the Option Period shall be forfeited.

The Vested Portion of a Converted Option granted in respect of an Original
Option that was vested on or before the date of Distribution shall be all
of the Shares covered by such Converted Option, as and from the date of
Distribution. The Vested Portion of a Converted Option granted in respect
of an Original Option that was not vested on the date of Distribution shall
be: one-quarter of the Shares covered by such Converted Option, as and from
the first anniversary of the date of Distribution; one-half of the Shares
covered by such Converted Option, as and from the second anniversary of the
date of Distribution; three-quarters of the Shares covered by such
Converted Option, as and from the third anniversary of the date of
Distribution; and all of the Shares covered by such Converted Option, as
and from the fourth anniversary of the date of Distribution.

8. DISPOSAL OF SHARES ACQUIRED

Shares issued pursuant to the exercise of a Converted Option or a New
Option may not be disposed of by the Optionee until the expiry of such
period ("Holding Period"), if any, as may have been prescribed, in respect
of a Converted Option, by the relevant Alcan committee at the time of grant
of the Original Option, and, in respect of a New Option, by the Committee
at the time of grant of the New Option, except that, if such Holding Period
has been prescribed:

9.1 in the event of the exercise of a Converted Option or a New Option by
the estate of a deceased Optionee, the estate may dispose of the
related Shares immediately;

9.2 in the event of the exercise of a Converted Option or a New Option
after the Retirement of the Optionee, the Optionee may dispose of the
related Shares immediately;

9.3 the Committee may, in the light of special circumstances affecting an
Optionee and at its discretion, waive any Holding Period which has
been prescribed in respect of such Converted Option or New Option; and

9.4 notwithstanding the above, in the case of certain Optionees who are,
or may be deemed to be, insiders of the Company in accordance with any
applicable law, the Holding Period shall not be shorter than the
period, if any, prescribed by such law.

9. NON-ASSIGNABLE

No Converted Option, New Option or any interest therein shall be assignable
by the Optionee otherwise than by will or the laws of descent and
distribution. During the life of the Optionee, a Converted Option or a New
Option shall be exercisable only by the Optionee or the Optionee's legal
representative.

10. EFFECTS OF CERTAIN TRANSACTIONS

In the event of any change in the outstanding Shares by reason of any stock
dividend, stock split, recapitalization, merger, consolidation, combination
or exchange of Shares or other similar corporate change, an equitable
adjustment shall be made in the number or kind of Shares subject to
outstanding options and/or in the subscription price of such Shares. Such
adjustment shall be made by the Committee and shall be conclusive and
binding for all purposes of the Plan.

11. AMENDMENT AND TERMINATION

The Board of Directors may at any time and from time to time amend, suspend
or terminate the Plan in



whole or in part, provided however that the Board of Directors may not,
without approval of the holders of a majority of the Shares present and
voting in person or by proxy at a meeting of Shareholders of the Company,
materially increase the benefits accruing to Optionees, or increase the
number of Shares issuable pursuant to the Plan, or materially modify the
requirements as to eligibility for participation in the Plan. No such
amendment, suspension or termination may, without the consent of the
Optionee to whom Converted Options or New Options shall theretofore have
been granted, adversely affect the rights of such Optionee.

The Board of Directors or the Committee may authorize the issuance of
benefits under this Plan in connection with the assumption of, or
substitution for, outstanding benefits previously granted to individuals
who become employees of the Company or any subsidiary as a result of any
merger, consolidation, acquisition of property or stock, or reorganization
other than upon the occurrence of a Majority Acquisition or a Majority
Election, upon such terms and conditions as the Committee may deem
appropriate.

12. CONDITION FOR ISSUANCE OF SHARES

The obligation of the Company to issue Shares pursuant to the exercise of
Converted Options or New Options shall be subject to the condition that
such Shares shall have been registered with the Securities and Exchange
Commission, Washington, D.C., U.S.A. and shall have been listed or
authorized for listing upon the relevant stock exchanges.

13. CHANGE OF CONTROL

Upon the occurrence of a Majority Acquisition or a Majority Election, all
Converted Options and new Options shall become immediately exercisable and
all Waiting Periods and Holding Periods shall be waived, provided that
Optionees who are, or may be deemed to be, insiders of the Company in
accordance with any applicable law shall be subject to such law.

14. SHARES AVAILABLE UNDER THE PLAN.

There is hereby reserved for issuance under the Plan that number of Shares
covered by the aggregate of all Converted Options and New Options issued
under the Plan, determined on or following the Distribution in accordance
with paragraph 4 of the Plan.

15. TAXES.

The Company shall be entitled to withhold the amount of any tax
attributable to any amounts payable or Shares deliverable under the Plan,
after giving the person entitled to receive such payment or delivery notice
and the Company may defer making payment or delivery as to any award, if
any such tax is payable until indemnified to its satisfaction. A
participant may pay all or a portion of any required withholding taxes
arising in connection with the exercise of a Converted Option or a New
Option by electing to have the Company withhold Shares having a fair market
value equal to the amount required to be withheld.

16. GOVERNING LAW.

The Plan and any actions taken in connection herewith shall be governed by
and construed in accordance with the laws of Ontario and the laws of Canada
applicable therein.

17. APPROVAL.

The Plan was adopted by the Board of Directors on January 5, 2005. Pursuant
to the rules of The Toronto Stock Exchange and the New York Stock Exchange,
no further shareholder approval of this Plan was or will be required.