EXHIBIT 10.1

Exhibit 10.1

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 a 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; provided that, upon the death or Retirement of the Optionee all
Converted Options of the Optionee shall immediately vest and be exercisable.


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:

8.1 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;

8.2 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;

8.3 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

8.4 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.