Change in Control Severance Plan – Alcoa

AMENDMENT TO

ALCOA INC.

CHANGE IN CONTROL SEVERANCE PLAN

The Alcoa Inc. Change in Control Severance Plan dated as of
January 11, 2002 (the “Plan”) is hereby amended as follows:

1. The following provisions of the Plan shall not apply to any person
who becomes an Eligible Employee under the Plan on or after January 1, 2010:

Section 1.18 (iv) Good Reason

“Notwithstanding anything in this Section 1.18 to the contrary, any
termination of employment by a Tier I Employee or a Tier II Employee, whether or
not voluntary or involuntary, for any reason or for no reason, within a thirty
(30) day period commencing on a date six months immediately following a Change
in Control shall be deemed to constitute a termination for Good Reason
hereunder.”

Section 2.2 Gross-Up Payment

(a) “Whether or not an Eligible Employee incurs a Severance, if any
of the payments or benefits received or to be received by the Eligible Employee
in connection with a Change in Control or the Eligible Employee’s termination of
employment (whether pursuant to the terms of this Plan or any other plan,
arrangement or agreement) (all such payments and benefits, excluding the
Gross-Up Payment, being hereinafter referred to as the “Total Payments”) will be
subject to the Excise Tax, the Company shall pay to the Eligible Employee an
additional amount (the “Gross-Up Payment”) such that the net amount retained by
the Eligible Employee, after deduction of any Excise Tax on the Total Payments
and any federal, state and local income and employment taxes and Excise Tax upon
the Gross-Up Payment, and after taking into account the phase out of itemized
deductions and personal exemptions attributable to the Gross-Up Payment, shall
be equal to the Total Payments.

(b) Subject to the provisions of Section 2.2(c), all determinations
required to be made under this Section 2.2, including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
PricewaterhouseCoopers (the “Accounting Firm”). The Accounting Firm shall
provide detailed supporting calculations both to the Company and the Eligible
Employee within 15 business days of the receipt of notice from the

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Eligible Employee that there has been any payment or distribution in
the nature of compensation (within the meaning of Section 280G(b)(2) of the
Code) to or for the benefit of the Eligible Employee, whether paid or payable
pursuant to this Agreement or otherwise, or such earlier time as is requested by
the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change in Control, the
Eligible Employee may appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any determination by the
Accounting Firm shall be binding upon the Company and the Eligible Employee.

(c) In the event that the Excise Tax is finally determined to be less
than the amount taken into account hereunder in calculating the Gross-Up
Payment, the Eligible Employee shall repay to the Company, within five
(5) business days following the time that the amount of such reduction in the
Excise Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by the Eligible
Employee), to the extent that such repayment results in a reduction in the
Excise Tax and a dollar-for-dollar reduction in the Eligible Employee’s taxable
income and wages for purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at 120% of the rate
provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder in calculating
the Gross-Up Payment (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Eligible Employee with respect
to such excess) within five (5) business days following the time that the amount
of such excess is finally determined. The Eligible Employee and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.

(d) The Gross-Up Payment shall be paid on the thirtieth (30) day (or
such earlier date as the Excise Tax becomes due and payable to the taxing
authorities) after it has been determined that the Total Payments are subject to
the Excise Tax; provided however, that if the amount of the Gross-Up Payment or
any portion thereof cannot be finally determined on or before that day, the
Company shall pay to the Eligible Employee on such date an estimate as
determined by the

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Auditor until such point in time that the final determination of the
Gross-up Payment can occur.

(e) The Eligible Employee shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of any additional Gross-Up Payment pursuant to
Section 2.2(c). Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Eligible Employee is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and date on which the Company must respond to contest the claim. If the Company
provides timely notice to the Eligible Employee in writing that it desires to
contest such claim, the Eligible Employee shall (i) give the Company any
information reasonably requested by the Company relating to such claim;
(ii) take such action in connection with contesting such claim, as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company; (iii) cooperate with the Company in
good faith in order effectively to contest such claim; and (iv) permit the
Company to participate in any proceeding relating to such claim. The Company
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Eligible Employee harmless on an after-tax basis, for any
Excise tax or income tax including interest and penalties with respect hereto)
imposed as a result of such representation and payment of cost and expenses.
Without limiting the foregoing, the Company shall control all proceedings taken
in connection with such contest and at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may at its sole option either
direct the Eligible Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Eligible Employee agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts as the
Company shall determine. Provided however if the Company directs the Eligible
Employee to pay such claim and sue for a refund, the Company shall make such
payment on behalf of the Eligible Employee and shall indemnify and hold the
Eligible Employee harmless on an after-tax basis from any Excise Tax or income
tax imposed with respect to such payment or with respect to such imputed income
with respect to such payment and further provided that any extension of the
statute of limitation relating to such payment of taxes for the taxable year of
the Eligible Employee with respect to which such contested amount is claimed to
be due is limited solely to such contested amount. Furthermore, the Company’s
control of the contest and reimbursement for the expenses shall be limited to
issues with respect

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to which an additional Gross-Up Payment would be payable hereunder
and the Eligible Employee shall be entitled to settle or contest as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority. If after the Company has made any such payment on behalf of the
Eligible Employee, the Eligible Employee becomes entitled to receive any refund
with respect to such claims, the Eligible Employee shall promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the Company has made any such
payment of behalf of the Eligible Employee pursuant to the above section, a
determination is made that the Eligible Employee shall not be entitled to any
refund with respect to such claim and the Company does not notify the Eligible
Employee in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such payment shall
not be required to be repaid and the amount of such payment shall off-set to the
extent thereof the amount of Gross-Up Payment required to be paid.

(f) In order to comply with Section 409A of the Code, any Gross-Up
Payment, as determined pursuant to this Section 2.2, shall in all events be paid
by the Company no later than the end of the Eligible Employee’s taxable year
next following the Eligible Employee’s taxable year in which the Excise Tax (and
any income or other related taxes or interest or penalties thereon) on a Payment
are remitted to the Internal Revenue Service or any other applicable taxing
authority or, in the case of amounts relating to a claim described in
Section 2.2(e) that does not result in the remittance of any federal, state,
local and foreign income, excise, social security and other taxes, the calendar
year in which the claim is finally settled or otherwise resolved.
Notwithstanding any other provision of this Section 2.2, the Company may, in its
sole discretion, withhold and pay over to the Internal Revenue Service or any
other applicable taxing authority, for the benefit of the Eligible Employee, all
or any portion of any Gross-Up Payment, and the Eligible Employee hereby
consents to such withholding.”

2. Capitalized terms in this amendment shall have the meaning
ascribed to them in the Plan.

3. Except as amended herein, the Plan remains in full force and
effect.

Dated: January 1, 2010

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