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Amendment to Deferred Compensation Plan – Alcoa

AMENDMENT TO THE

ALCOA DEFERRED COMPENSATION PLAN

Due to the restructuring of the Alcoa Retirement Savings Plan program, and to
comply with legally required changes, the plan is amended as follows:

1. The definition of Additional Salary Reduction Credits is amended by
adding the following sentence:

Effective January 1, 2011, a Participant who is authorized by the Benefits
Management Committee may elect to reduce his or her salary up to a whole
percentage of not more than 25%; provided however that a Participant who has
elected and is contributing a portion of his or her Salary under the Savings
Plan, may not elect to defer any percentage of said Salary as an Additional
Salary Reduction Credit under this Plan, except as otherwise provided in
Section 3.2 but only up to the foregoing limitation.

2. The definition of “Nonforfeitable Circumstance” is amended by adding
the following sentence:

Effective January 1, 2011, all Matching Company Credits and Employer
Contribution Credits become fully vested and the term “Nonforfeitable
Circumstances” ceases to apply to the Plan.

3. Effective January 1, 2011, the definition of “Savings Plan” is amended
as follows:

“Savings Plan” means the Alcoa Retirement Savings Plan for Salaried
Employees, the Alcoa Retirement Savings Plan for Hourly Non-Bargaining
Employees, the Alcoa Retirement Savings Plan for Mill Products Employees, and/or
the Alcoa Retirement Savings Plan for Fastening Systems and Commercial Windows
Employees, as they are now in existence or as hereafter amended.

4. The definition of “Salary Reduction Credits” is amended by adding the
following at the end of the last sentence: “except as otherwise provided in
Section 3.2 but only up to the foregoing limitation.”

5. Section 3.1 is amended by adding the following sentence:


Effective January 1, 2011, the figure 20% in the foregoing sentence is
revised to read 25% for Participants whose Additional Salary Reduction Credit
limitation has been increased to 25% by the Benefits Management Committee.

6. Section 3.2 is amended by adding the following:

A Participant who is in a job grade 24 or above, who has elected and is
contributing a portion of his or her Salary under the Savings Plan, but has been
limited by Internal Revenue Code limits on their contributions to the Savings
Plan, and who has elected to make a “spill-over” election to this Plan will be
credited with Salary Reduction Credits or Additional Salary Reduction Credits,
as applicable, up to the amount that their election to the Savings Plan was
limited.

7. Section 8.2 is amended by adding the following sentence:

Effective January 1, 2011, the term “as soon as administratively practical”
means within the later of: (a) 90 days of Retirement or (b) 2 1/2
months after the year of Retirement.

8. Section 8.4 is amended by adding the following sentence:

Effective January 1, 2011, the term “as soon as administratively practical”
means within the later of: (a) 90 days of Death or (b) 2 1/2 months
after the year of Death.

9. In all other respects, the Plan is ratified and confirmed.

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