EXHIBIT 10.1

EXHIBIT 10.1

CHANGE OF CONTROL AGREEMENT

BETWEEN

NOVELIS INC. AND BRIAN W. STURGELL


CHANGE OF CONTROL AGREEMENT made as of 5 December 2005, between:

Novelis Inc., a corporation incorporated under the laws of Canada with
its registered office at 70 York Street, Suite 1510, Toronto, Ontario,
Canada M5J 1S9 ("Novelis", "Company" or "Employer");

Mr. Brian W. Sturgell (the "Executive")

WHEREAS, the Executive has been identified as a key member of Novelis in the
role of Chief Executive Officer;

WHEREAS, Novelis has determined that it is appropriate to take steps to induce
key employees to remain as such, and to reinforce and encourage their continued
attention and dedication, when faced with the uncertainty surrounding a transfer
of control;

WHEREAS, Novelis under the terms of the Employee Matters Agreement between Alcan
Inc. and Novelis Inc. dated 05 January 2005 and effective 06 January 2005 shall
assume, perform, discharge and fulfill all the obligations of the Alcan
Agreements dated 01 August 2002 as amended on 11 May 2004 with the Executive;

WHEREAS, the Executive no longer has any rights under the Alcan Agreements dated
01 August 2002 as amended on 11 May 2004 with the Executive;

WHEREAS, for purposes of this Agreement the Executive will be eligible for
severance benefits under this Agreement for the Term of Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:

1. Definitions

"Novelis" shall mean the assets as detailed in Novelis' current Form 10-K
registration statement filed with the Securities Exchange Commission, and shall
include where appropriate shares in relevant subsidiaries.

"Date of Termination" with respect to any purported termination of the
Executive's employment, shall mean the date specified in the Notice of
Termination.

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"Employer" shall mean the employer of the Executive at the time of his Date of
Termination.

"Notice of Termination" shall mean any purported termination of the Executive's
employment (other than by reason of death) and shall be communicated by written
Notice of Termination from one party hereto to the other party hereto in
accordance with Section 5.13. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment.

"Special Termination Indemnity Payment" shall mean an amount paid in 36 equal
monthly installments of the Executive's total cash compensation (i.e. base
salary plus annual bonus guideline amount) in effect on the date of termination
after having the Executive transferred to the non-active payroll of the Company
in which case all benefit plan coverage continues at the previous level for that
same number of months except for coverage under the Company's short-term and
long-term disability plans, vacation program, eligibility in the Novelis
Conversion Plan of 2005 or any other long-term incentive plans adopted by the
Company and perquisite benefits (car, financial and tax counseling, club
membership) all of which shall cease on Date of Termination. Monthly
installments paid on the non-active payroll shall be excluded in the calculation
of earnings for purposes of calculating the pension benefit while the duration
on the non-active payroll shall be included as service for calculating years of
service under the Company's pension plans.

In the event of the Executive's death, these amounts will be payable immediately
and the benefits will continue for the remainder of the 36-month period.

"Term of Agreement" shall mean the period beginning 06 January 2005 and ending
06 January 2007.

"Termination for Good Reason" refers to a termination of employment by the
Executive within 90 days after the occurrence of the Good Reason event, failing
which such event shall not constitute Good Reason under this Agreement. For
purposes of this Agreement, "Good Reason" shall mean the occurrence or failure
to cause the occurrence of any of the following events that occur within the
Term of Agreement and without the Executive's express written consent:

(i) any material diminution in the Executive's duties, responsibilities
or authority (except in each case in connection with the termination of the
Executive's employment for Cause or temporarily as a result of the Executive's
illness or other excusable absence);

(ii) a reduction in the Executive's annual base salary rate;

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(iii) a relocation of the Executive's principal business location to an
area outside the country of the Executive's principal business location at the
beginning of the Term of Agreement;

(iv) a failure by the Employer to continue any annual bonus plan,
program or arrangement in which the Executive is then entitled to participate
(the "Bonus Agreements"), provided that any such plan(s) may be modified at the
Employer's discretion from time to time but shall be deemed terminated if (a)
any such plan does not remain substantially in the form in effect prior to such
modification and (b) if plans providing the Executive with substantially similar
benefits are not substituted therefore ("Substitute Agreements"), or a failure
by the Employer to continue the Executive as a participant in the Bonus
Agreements and Substitute Agreements on at least the same basis as to potential
amount of the bonus and the achievability thereof as the Executive participated
immediately prior to any change in such plans of awards, in accordance with the
Bonus Agreements and the Substitute Agreements;

(v) a failure to permit the Executive to participate in cash or equity
based long-term incentive plans and programs other than Bonus Agreements on a
basis providing the Executive in the aggregate with an annualized award value in
each fiscal year after the beginning of the Term of Agreement at least equal to
the aggregate annualized award value being provided by the Employer to the
Executive under such incentive plans and programs immediately prior to the
beginning of the Term of Agreement (with any awards intended not to be repeated
on an annual basis allocated over the years the awards are intended to cover);

(vi) the failure by the Employer to continue in effect any material
employee benefit program such as a saving, pension, excess pension, medical,
dental, disability, accident, life insurance plan or a relocation plan or policy
or any other material plan, program, perquisite or policy of the Employer
intended to benefit the Executive in which the Executive is participating at the
beginning of the Term of Agreement (or programs providing the Executive with at
least substantially similar benefits) other than as a result of the normal
expiration of any such employee benefit program in accordance with its terms as
in effect at the time of the beginning of the Term of the Agreement, or taking
of any action, or the failure to act, by the employer which would adversely
affect the Executive's continued participation in any of such employee benefit
programs on at least as favorable a basis to the Executive as is the case at the
beginning of the Term of Agreement; or which would materially reduce the
Executive's benefits in the future under any of such employee benefit programs
or deprive him of any material benefit enjoyed by the Executive at the beginning
of the Term of Agreement;

(vii) a material breach by the Employer of any other written agreement
with the Executive that remains uncured for 21 days after written notice of such
breach is given to the Employer;

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(viii) failure of any successor Employer to assume in writing delivered
to the Executive the obligations hereunder within 21 days after written notice
by the Executive.

"Termination for Cause" shall mean:

(i) the failure by the Executive to attempt to substantially perform his
duties and responsibilities with regard to the Employer or any affiliate (other
than any such failure resulting from the Executive's incapacity due to physical
or mental illness) after demand for substantial performance is delivered by
Employer that specifically identifies the manner in which the Employer believes
the Executive has failed to attempt to substantially perform his duties and
responsibilities and a reasonable time for the Executive to correct or remedy;

(ii) The willful engaging by the Executive in misconduct in connection
with the Employer or its business which is materially injurious to the Employer
monetarily or otherwise; or

(iii) Any misappropriation or fraud with regard to the Employer or any
of the assets of the Employer (other than good faith expense account disputes).

For purposes of this paragraph, no act, or failure to act, on the Executive's
part shall be considered "willful" unless done, or omitted to be done, by him
not in good faith and without reasonable belief that his action or omission was
in the interests of the Employer. In the event that the Executive alleges that
the failure to attempt to perform his duties and responsibilities is due to a
physical or mental illness, and thus not "Cause", the Executive shall be
required to furnish the Employer with a written statement from a licensed
physician who is reasonably acceptable to the Employer which confirms the
Executive's inability to attempt to perform due to such physical or mental
illness. A termination for Cause during the Term of the Agreement shall be based
only on events occurring after the beginning of the Term of Agreement; provided,
however, the foregoing limitation shall not apply to an event constituting Cause
which was not discovered by the Employer prior to the Term of Agreement.

2. NOVELIS' UNDERTAKINGS TO THE EXECUTIVE

The term of Novelis' undertakings as set out hereunder shall commence on the
beginning of the Term of Agreement and shall expire, unless previously
terminated as provided herein, on the earliest of:

(a) The end of the Term of Agreement;

(b) The date of the Executive's death;

(c) The date of the Executive's retirement; or
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(d) The day following the termination of the Executive's employment for
any other reason.

3. EXECUTIVE'S UNDERTAKINGS TO NOVELIS

The Executive, as an executive of Novelis, undertakes the following:

(i) to conduct himself as an employee of Novelis and use his influence
as an executive so that the interests of Novelis as a whole are fairly protected
and well-managed in a manner consistent with past practice
(ii) to conduct himself so as to facilitate the due exercise by the
Novelis Board of Directors of the fiduciary and other duties to which it is
bound in the context of the said transaction, and
(iii) to facilitate the transfer of Novelis' obligations under this
Agreement to an acquirer.

4. COMPENSATION PAYABLE TO EXECUTIVE UPON TERMINATION.

4.1 If the Executive's employment is terminated for Cause, the Company shall:

(a) pay to the Date of Termination, the Executive's base salary, the
prorated amount of the guideline award under the Company's annual bonus plan and
the cash value of any untaken and accrued vacations to the Date of Termination.
The aggregate amount will be paid within five (5) days of the Date of
Termination;

(b) accrue service under the Company's pension plans to the Date of
Termination;

(c) maintain all other benefits and perquisites in which the Executive
participates to the Date of Termination, but limited to the coverage in force
under those benefit plans on the Date of Notice of Termination; and

(d) not grant any options to purchase shares under the Novelis
Conversion Plan of 2005, nor any other long-term incentive plans adopted by the
Company, to the Executive between the date of Notice of Termination and the
actual Date of Termination.

4.2 In the event of Termination for Cause, the Company's obligation to the
Executive shall be limited to those under paragraph 4.1. In all other cases, the
Executive shall have the following additional rights and entitlements, to the
extent applicable;

(a) Special Indemnity Payment, plus

(b) the amount payable under the provisions of the TSR Performance Plan
(or its equivalent), provided that the amount payable shall never be less than
the amount payable to the Executive thereunder had he retired on the Date of
Termination.
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Notwithstanding the foregoing, if the Date of Termination is before the
Executive's declared retirement date and the number of months remaining to such
retirement date is less than 36 months, the number specified in the Special
Indemnity Payment shall be replaced by the number of months remaining to such
retirement date.

4.3 Any loans owing by the Executive to the Company shall become due and payable
as per the terms of the applicable loan agreement.

5. OTHER PROVISIONS

5.1 No Duty to Mitigate/Set-off. Novelis agrees that if the Executive's
employment is terminated pursuant to this Agreement other than for Cause during
the term of this Agreement, the Executive shall not be required to seek other
employment or to attempt in any way to reduce any amounts payable to the
Executive by Novelis pursuant to this agreement. Further, the amount of any
payment or benefit provided for in this Agreement shall not be reduced by any
compensation earned by the Executive or benefit provided to the Executive as the
result of employment by another employer. Novelis' obligations to perform its
obligations hereunder shall not be affected by any circumstances, including
without limitation, any set-off, counterclaim, defense or other right which
Novelis may have against the Executive.

5.2 References to Subsidiaries. For purposes of this Agreement, unless the
context otherwise requires, references to Novelis shall include as appropriate
references to one or more of their respective subsidiaries (as "subsidiary" is
defined in the Canada Business Corporations Act).

5.3 Confidentiality and Non-Competition Undertakings. Without prejudice to any
other confidentiality undertakings or obligations by which the Executive may be
bound in favor of Novelis, the Executive shall not at any time during the term
of this Agreement, or thereafter, directly or indirectly, for any reason
whatsoever, communicate or disclose to any unauthorized person, firm or company,
or use for the Executive's own account, any proprietary processes, trade secrets
or other confidential data or information of Novelis and their respective
related and affiliated companies concerning their businesses or affairs,
accounts, products, services or customers, it being understood, however, that
these obligations shall not apply to the extent that the aforesaid matters (i)
are disclosed in circumstances in which the Executive is legally required to do
so, or (ii) become known to and available for use by the public other than by
the Executive's wrongful act or omission. The provisions of this paragraph shall
survive and remain in effect notwithstanding the termination of this Agreement
and the termination of the Executive's employment.

5.4 Successors -- Binding Agreement. In addition to any obligations imposed by
law upon any successor to Novelis, Novelis will require any successor (whether
direct or indirect, by purchase amalgamation, merger, arrangement,
reorganization, consolidation or otherwise) to all or substantially all of the
business and/or assets of Novelis to assume and agree in writing to perform this
Agreement in the same manner and to the same extent that Novelis would be
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This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors and heirs. If the Executive shall die after termination of his
employment while any amount would still be payable to the Executive hereunder if
the Executive had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
executors, personal representatives or administrators of the Executive's estate.
This Agreement is personal to the Executive and neither this Agreement nor any
rights hereunder may be assigned by the Executive.

5.5 Severability. If any provisions of this Agreement shall be declared to be
invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.

5.6 Legal Fees. In the event Novelis does not make the payments due hereunder on
a timely basis and the Executive collects any part or all of the payments
provided for hereunder or otherwise successfully enforces the terms of this
Agreement by or through legal counsel, Novelis shall pay all costs of such
collection or enforcement, including reasonable legal fees and other reasonable
fees and expenses which the Executive may incur. Novelis shall pay to the
Executive interest at the prime lending rate as announced from time to time by
Royal Bank of Canada on all or any part of any amount to be paid to Executive
hereunder that is not paid when due. The prime rate for each calendar quarter
shall be the prime rate in effect on the first day of the calendar quarter.

5.7 Non-Exclusivity of rights. Except as otherwise specifically provided
therein, (i) nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive, equity or
other plan or program provided by Novelis and for which the Executive may
qualify, nor (ii) shall anything herein limit or otherwise prejudice such rights
as the Executive may have under any other currently existing plan or agreement
as to employment or severance from employment with the Employer or statutory
entitlements. Amounts that are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program, at or subsequent to the
date of termination shall be payable in accordance with such plan or program,
except as otherwise specifically provided herein.

5.8 Not an Agreement of Employment. This is not an agreement assuring employment
and Novelis reserves the right to terminate the Executive's employment at any
time with or without cause, subject to the provisions hereof.

5.9 Interpretation. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
by the parties. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

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This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement or
the Employment Agreement. All references to any law shall be deemed also to
refer to any successor provisions to such laws.

5.10 Governing Law. This Agreement shall be construed, interpreted, and governed
in accordance with the laws of the Province of Ontario.

5.11. English Language. The parties hereto declare that they require that this
Agreement and any related documents be drawn up and executed in English.

5.12. Section 409A Compliance. To the extent the Special Termination Indemnity
Payment is subject to Section 409A of the United States Internal Revenue Code of
1986, as amended from time to time ("Code"), such Payment shall be paid as
provided in this Agreement upon separation from service with the Employer and
all of its affiliates or, in the case of a Specified Employee, on the earliest
to occur of (i) death, and (ii) 6 months after a separation from service with
the Employer and all of its affiliates. "Specified Employee" shall mean a "key
employee" (as defined in Section 416(i) of the Code without regard to paragraph
(5) thereof) of the Employer or an affiliate.

Novelis intends that the Agreement and any Payments to be paid hereunder
be exempt from the application of Section 409A of the Code or meet the
requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of
the Code (and any successor provisions of the Code) and the regulations and
other guidance issued thereunder (the "Requirements"), to the extent applicable,
and be operated in accordance with such Requirements so that any compensation
deferred in connection with such Payments (and any applicable investment
earnings) shall not be included in income under Section 409A of the Code. If any
provision of the Agreement is found to be in violation of the Requirements, then
such provision shall be deemed to be modified or restricted to the extent and in
the manner necessary to render such provision in conformity with the
Requirements, or shall be deemed excised from the Agreement, and the Agreement
shall be construed and enforced to the maximum extent permitted by the
Requirements as if such provision had been originally incorporated in the
Agreement as so modified or restricted, or as if such provision had not been
originally incorporated in the Agreement, as the case may be.

5.13 Insolvency or Bankruptcy. Notwithstanding anything herein to the contrary,
Mr. Sturgell is not entitled to a Special Termination Indemnity Payment in
circumstances where the principal cause of the event that triggers Mr.
Sturgell's entitlement to such payment is the Corporation's insolvency or
bankruptcy.
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5.14. Notices. Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered personally, or sent by registered
mail, postage prepaid as follows:

(i) If to the Company, to:

Novelis, Inc
70 York Street, Suite 1510
Toronto, Ontario, Canada
M5J 1S9
Attention: Corporate Secretary

(ii) If to the Executive, to his last shown address on the books of the
Company.

Any such notice shall be deemed given when so delivered personally, or, if
mailed, five days after the date of deposit in the Canadian or U.S. mail. Any
party may by notice given in accordance with this Section to the other parties,
designate another address or person for receipt of notices hereunder.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the date first set forth above.

NOVELIS INC. BRIAN W. STURGELL

/J.E. Newall/ /Brian W. Sturgell/
- -------------------- ---------------------
By: J.E. Newall, O.C. Brian W. Sturgell

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