Deferred Directors Fee Plan – Alcoa

ALCOA INC.

2005 DEFERRED FEE PLAN FOR DIRECTORS

(Effective January 1, 2005; Revised May 5, 2011)

ARTICLE I – INTRODUCTION

Alcoa Inc. (the “Company”) has established this 2005 Deferred Fee Plan for
Directors (the “Plan”) to provide non-employee Directors with an opportunity to
defer receipt of fees earned for services as a member of the Company’s Board of
Directors (the “Board”) in 2005 and beyond.

ARTICLE II – DEFINITIONS

2.1 Definitions. The following definitions apply unless the context
clearly indicates otherwise:

(a)

Alcoa Stock Fund means the Investment Option established hereunder with reference to the Alcoa Stock Fund under the Savings Plan.

(b)

Beneficiary means the person or persons designated by a Director under Section 4.1 to receive any amount payable under Section 5.3.

(c)

Chairman means the Chairman of the Board.

(d)

Credits means amounts credited to a Director’s Deferred Fee Account, with all Investment Option units valued by reference to the comparable fund offered under the Company’s principal savings plan for salaried employees (“Savings Plan”).

(e)

Deferred Fee Account means a bookkeeping account established by the Company in the name of a Director with respect to amounts deferred hereunder.

(f)

Director means a non-employee member of the Board who participates in this Plan. Any Director who is a director or chairman of the board of directors of a subsidiary or affiliate of the Company shall not, by virtue thereof, be deemed to be an employee of the Company or such subsidiary or affiliate for purposes of eligibility under this Plan.

(g)

Director Share Ownership Guideline means the minimum number of shares of Company stock or stock equivalents required to be held by each Director, as established from time to time by the Board. Effective January 1, 2011, the Director Share Ownership Guideline for a Director shall be $350,000. A Director is required to invest in Alcoa common stock or defer into the Alcoa stock fund under this Plan until the value of the investment reaches $350,000. The

(Effective January 1, 2005; Revised May 5, 2011)

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investment will be valued on the first Monday in December of each year and shall be held until retirement from the board of directors of the Company. Until the Director Share Ownership Guideline is satisfied by a particular Director, he or she is required to defer the Required Deferral Amount (defined below) or otherwise use that amount of annual Fees for the purchase of Company stock.

(h)

Fees means all cash amounts payable to a Director for services rendered as a member of the Board in 2005 and thereafter that are specifically designated as fees, including, but not limited to, annual and/or quarterly retainer fees, fees (if any) paid for attending meetings of the Board or any Committee thereof, Committee Chair fees, Lead Director fees and any per diem fees.

(i)

Investment Options means the respective options established hereunder with reference to the comparable funds under the Savings Plan.

(j)

Required Deferral Amount means 50% of annual Fees, until such time as a Director has satisfied the then applicable Director Share Ownership Guideline.

(k)

Secretary means the Secretary of the Company.

(l)

Unforeseen Emergency means a severe financial hardship to the Director resulting from (1) an illness or accident affecting the Director or his or her spouse or dependent; (2) loss of the Director’s property due to casualty; or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Director’s control.

ARTICLE III – DEFERRAL OF COMPENSATION

3.1 Amount of Deferral. Beginning January 1, 2005, until a Director
owns beneficial shares of Alcoa Stock and/or has units in the Alcoa Stock Fund
at least equal to the then applicable Director Share Ownership Guideline, the
Director will be required to defer at least the Required Deferral Amount in the
Alcoa Stock Fund. Beyond that requirement, a Director may elect to defer receipt
of all Fees, or of all Fees of one or more types, or a specified portion (in 1%
increments) otherwise payable to him or her.

3.2 Manner of Electing Deferral. A Director may elect, or modify a
prior election, to defer the receipt of all or certain Fees by giving written
notice to the Secretary on a form provided by the Company, or in any other
manner that is deemed sufficient from time to time by the Chairman.

3.3 Annual Elections of Deferral. An election to defer Fees shall be
made prior to the beginning of the calendar year in which the Fees will be
earned; provided, however, that an election

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made within 30 days after a person first becomes a Director shall be
effective for Fees earned during that year. An election shall continue in effect
until the end of the year following the date of the deferral election, or until
the end of the Director’s service on the Board, whichever shall occur first. The
election to defer receipt of payment may not be canceled or modified unless the
Chairman, in his sole discretion, determines that an Unforeseen Emergency
exists, or except as otherwise permitted by Internal Revenue Service
regulations.

3.4 Deferring Fees. A Director shall designate the portion of his or
her deferred Fees to be invested in one or more of the Investment Options.
Deferral of the Required Deferral Amount into the Alcoa Stock Fund is required
until the Director Share Guideline is satisfied. Any Director who has satisfied
the Director Share Ownership Guideline or who wishes to defer funds other than
the Required Deferral Amount may designate Investment Options other than the
Alcoa Stock Fund for those amounts. A Director’s deferred Fees shall be credited
to the designated Investment Option(s) at the beginning of the calendar quarter
following the quarter in which such Fees were earned. Such Fees shall be
credited to the Director’s Deferred Fee Account as Credits for “units” in the
Director’s Deferred Fee Account. As of any specified date, the value per unit in
the Director’s Deferred Fee Account shall be deemed to be the value determined
for the comparable fund under the Savings Plan.

3.5 Transfers. A Director may elect to designate a different
Investment Option for all or any portion of the Credits for units in the various
Investment Options in his or her Deferred Fee Account, except that, once the
Credits in the Alcoa Stock Fund equal the Director Share Ownership Guideline,
Credits for at least that number of units must be maintained in the Alcoa Stock
Fund for the duration of the Director’s service on the Board. Beginning six (6)
months after termination of Board service, and prior to a complete distribution
of the Director’s account, the Director may transfer Credits for units in the
Alcoa Stock Fund to other Investment Options to the same extent and frequency as
a participant in the Savings Plan. A written election on a form provided by the
Company for transfer of investments into or out of any fund other than the Alcoa
Stock Fund must be received by the Secretary prior to 4:00 p.m. Eastern Time on
the business day when it is to become effective. Transfer of investments into or
out of the Alcoa Stock Fund must be received by 8:00 a.m. Eastern Time on the
business day it is to become effective. Such transfers into or out of the Alcoa
Stock Fund can be accomplished only once every fifteen (15) days. In addition,
such transfers shall be subject to reasonable administrative minimums, and any
restrictions recommended by counsel to assure compliance with applicable law.

(Effective January 1, 2005; Revised May 5, 2011)

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3.6 Method of Payment.

(a)

All payments with respect to a Director’s Deferred Fee Account shall be made in cash, and no Director shall have the right to demand payment in shares of Company Stock or in any other medium.

(b)

Payments shall be made in a lump sum as soon as administratively practicable following six (6) months after the conclusion of the Director’s service on the Board. Notwithstanding the foregoing, a Director can elect (at the time of making his or her annual deferral designation under Section 3.3) to receive the deferred Fees in up to ten (10) annual installments. The first such installment payment shall occur during the sixth month following the conclusion of the Director’s service on the Board, or during the first month of the calendar year following the conclusion of the Director’s service on the Board, whichever occurs later.

(c)

An election to receive installment payments in lieu of a lump sum, if made by a Director at any time other than the time when the deferral designation is made with respect to Fees to be earned in a given year, must be made at least twelve months before the Director’s service on the Board ends, and that election will result in a delay of payment with respect to such Fees of five (5) years from the date of the end of the Director’s service.

ARTICLE IV – BENEFICIARIES

4.1 Designation of Beneficiary. Each Director may designate from time
to time one or more natural persons or entities as his or her Beneficiary or
Beneficiaries to whom the amounts credited to his or her Deferred Fee Account
are to be paid if he or she dies before all such amounts have been paid to the
Director. Each Beneficiary designation shall be made on a form prescribed by the
Company and shall be effective only when filed with the Secretary during the
Director’s lifetime. Each Beneficiary designation filed with the Secretary shall
revoke all Beneficiary designations previously made. The revocation of a
Beneficiary designation shall not require the consent of any Beneficiary. In the
absence of an effective Beneficiary designation, or if payment can be made to no
Beneficiary, payment shall be made to the Director’s estate.

ARTICLE V – PAYMENTS

5.1 Payment of Deferred Fees. No payment may be made from a Director’s
Deferred Fee Account except as provided in this Article, unless an Unforeseen
Emergency exists as determined by the Chairman in his sole discretion. If an
Unforeseen Emergency is determined by the Chairman to exist, the Chairman shall
determine when and to what extent Credits in the

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Director’s Deferred Fee Account may be paid to such Director prior to or
after the Director’s service on the Board; provided, however, that the amounts
distributed in connection with such an emergency cannot exceed the amounts
necessary to satisfy the emergency plus what is necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which the hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Director’s assets (to the extent such liquidation would not itself cause severe
financial hardship.).

5.2. Payment upon Termination of Service on the Board. The value of a
Director’s Deferred Fee Account shall be payable in cash in a lump sum as soon
as administratively practicable following six (6) months after the Director’s
service on the Board ends, or if elected in advance by the Director under
Section 3.6 hereof, in annual installments. If installments are elected, the
amount of each payment shall be a fraction of the value of the Director’s
Deferred Fee Account designated by the Director for installment payments and in
such account at the end of the Director’s service on the Board, the numerator of
which is one and the denominator of which is the total number of installments
elected minus the number of installments previously paid. Such installment
payments shall be made during the first month of each succeeding year until said
account is exhausted, except as provided in Section 5.1 or Section 5.3.

5.3 Payment upon a Director’s Death. If a Director dies with any
amount credited to his or her Deferred Fee Account, the value of said account
shall be paid as soon as administratively practicable in a single payment to the
Beneficiary (or in several payments to each of the Beneficiaries if more than
one were named by the Director) or to the Director’s estate, as the case may be.

ARTICLE VI – MISCELLANEOUS

6.1 Director’s Rights Unsecured. Payments payable hereunder shall be
payable out of the general assets of the Company, and no segregation of assets
for such payments shall be made by the Company. The right of any Director or
Beneficiary to receive payments from a Deferred Fee Account shall be a claim
against the general assets of the Company as an unsecured general creditor. The
Company may, in its absolute discretion, establish one or more trusts or
reserves, which may be funded by reference to amounts of Credits standing in the
Director’s Deferred Fee Accounts hereunder or otherwise. Any such trust or
reserve shall remain subject to the claims of creditors of the Company. If any
amounts held in a trust of the above described nature are found (due to the
creation or operation of said trust) in a final decision by a court of competent
jurisdiction, or under a “determination” by the Internal Revenue Service in a
closing agreement in audit or final

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refund disposition (within the meaning of Section 1313(a) of the Internal
Revenue Code of 1986, as amended), to have been includable in the gross income
of a Director or Beneficiary prior to payment of such amounts from said trust,
the trustee for the trust shall, as soon as practicable, pay to such Director or
Beneficiary an amount equal to the amount determined to have been includable in
gross income in such determination, and shall accordingly reduce the Director’s
or Beneficiary’s future benefits payable under this Plan. The trustee shall not
make any distribution to a Director or Beneficiary pursuant to this paragraph
unless it has received a copy of the written determination described above,
together with any legal opinion that it may request as to the applicability
thereof.

6.2 Responsibility for Taxes. The Director or Beneficiary is liable
for any and all taxes that are applicable to the amounts payable under the Plan,
including any taxes deemed payable prior to payment out of the Plan.

6.3 Non-assignability. The right of any Director or Beneficiary to the
payment of Credits in a Deferred Fee Account shall not be assigned, transferred,
pledged or encumbered and shall not be subject in any manner to alienation or
anticipation.

6.4 Administration and Interpretation. The Plan shall be administered
by the Secretary’s office. Questions of construction and interpretation will be
referred to the Chairman. The Chairman’s decision shall be final and binding.

6.5 Amendment and Termination. The Plan may be amended, modified or
terminated at any time by the Board. No amendment, modification or termination
shall, without the consent of a Director, adversely affect such Director’s
rights with respect to amounts theretofore credited to his or her Deferred Fee
Account or earlier effect the payment of Fees already deferred.

6.6 Notices. All notices to the Company under the Plan shall be in
writing and shall be given to the Secretary or to an agent or other person
designated by the Secretary.

6.7 Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania, excluding any choice
of law provisions, which may indicate the application of the laws of another
jurisdiction.

(Effective January 1, 2005; Revised May 5, 2011)

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