Resignation of Director in accordance with Corporate Governance Principles

(b) Our Corporate Governance Principles require a director to tender his or her resignation for consideration by the Governance Committee upon a substantial change in principal occupation or business association. On May 1, 2009, Martha Brooks tendered her resignation for consideration in light of her retirement as President and Chief Operating Officer of Novelis Inc. effective May 8, 2009.

On May 11, 2009, the Board of Directors, acting on the recommendation of the Governance Committee, accepted her resignation.

2009 Incentive Compensation Plan approved by Shareowners

(e) On May 11, 2009, the shareowners of the Company approved the 2009 Incentive Compensation Plan (the "Plan"). A description of the Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2009 (the "Definitive Proxy"). The Company incorporates by reference the description of the Plan that appears under the heading "Item 4
- Company Proposal to Approve the 2009 Incentive Compensation Plan" in the Definitive Proxy.

On May 11, 2009, the shareowners of the Company approved an amendment (the "Amendment") to the Company's By-Laws. The Amendment was described in detail in our Definitive Proxy. Our By-Laws, as amended through May 11, 2009, are attached as Exhibit 3.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit 3.1     By-Laws, as amended through May 11, 2009

Exhibit 10.1    2009 Incentive Compensation Plan

Exhibit 10.2    Executive Management Incentive Plan

Exhibit 10.3    Restricted Stock and Deferred Compensation Plan for Non-Employee
                Directors