Stock Incentive Plan – Alcoa

AMENDED AND RESTATED

2009 ALCOA STOCK INCENTIVE PLAN

Adopted May 8, 2009; Amended February 15, 2011

SECTION 1. PURPOSE. The purpose of the Amended and Restated
2009 Alcoa Stock Incentive Plan is to encourage selected Directors and Employees
to acquire an increased proprietary interest in the long-term growth and
financial success of the Company and to further link the interests of such
individuals to the long-term interests of shareholders.

SECTION 2. DEFINITIONS. As used in the Plan, the following
terms have the meanings set forth below:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Securities Exchange Act of 1934, as amended.

“Award” means any Option, Stock Appreciation Right, Restricted Share
Award, Restricted Share Unit, or any other right, interest, or option relating
to Shares or other property granted pursuant to the provisions of the Plan.

“Award Agreement” means any written agreement, contract, or other
instrument or document evidencing any Award granted by the Committee hereunder,
which may, but need not, be executed or acknowledged by both the Company and the
Participant.

“Board” means the Board of Directors of the Company.

“Change in Control” shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(a) any one person or more than one person acting as a group (as determined
in accordance with Section 1.409A-3(i)(5)(v)(B) of the regulations promulgated
under the Code) (a “Person“) acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
Person), in either case whether by purchase in the market, tender offer,
reorganization, merger, statutory share exchange or consolidation, other similar
transaction involving the Company or any of its subsidiaries or otherwise (a
“Transaction“), common stock of the Company possessing 30% or more of
the total voting power of the stock of the Company unless (A) all or
substantially all of the individuals and entities that were the beneficial
owners of the then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock“) or the combined voting power of the
then outstanding voting securities of the Company (the “Outstanding Company
Voting Securities“) immediately prior to such Transaction own, directly or
indirectly, 50% or more of the then outstanding shares of common stock (or, for
a non-corporate entity, equivalent securities) and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors (or, for a non-corporate entity, equivalent governing
body), as the case may be, of the entity resulting from such Transaction
(including, without limitation, an entity that, as a result of such transaction,
owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Transaction of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, and (B) at least a majority of the members of the board of
directors (or, for a non-corporate entity, equivalent governing body) of the
entity resulting from such Transaction were members of the board of directors of
the Company at the time of the Transaction (which in the case of a market
purchase shall be the date 30% ownership was first acquired, in the case of a
tender offer, when at least 30% of the Company’s shares were tendered, and in
other events upon the execution of the initial agreement or of the action of the
Board providing for such Transaction); and provided, further, that, for purposes
of this paragraph, the following acquisitions shall not constitute a Change in
Control: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, or (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliate;

(b) a majority of the members of the Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the Company’s Board before the date of such appointment or election; or

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(c) any Person acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such Person) assets of the Company
that have a total gross fair market value of more than 40% of the total gross
fair market value of all of the assets of the Company immediately before such
acquisition or acquisitions.

“Code” means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

“Committee” means the Compensation and Benefits Committee of the
Board, or any successor to such committee, or a subcommittee thereof, composed
of no fewer than two directors, each of whom is a Non-Employee director and an
“outside director” within the meaning of Section 162(m) of the Code, or any
successor provision thereto.

“Company” means Alcoa Inc., a Pennsylvania corporation.

“Covered Employee” means a “covered employee” within the meaning of
Section 162(m)(3) of the Code, or any successor provision thereto.

“Director” means a member of the Board of Directors of the Company
who is not an Employee.

“Employee” means any employee (including any officer or employee
director) of the Company or of any Subsidiary.

“Executive Officer” means an officer who is designated as an
executive officer by the Board or by its designees in accordance with the
definition of executive officer under Rule 3b-7 of the Securities Exchange Act
of 1934, as amended.

“Fair Market Value” with respect to Shares on any given date means
the closing price per Share on that date as reported on the New York Stock
Exchange or other stock exchange on which the Shares principally trade. If the
New York Stock Exchange or such other exchange is not open for business on the
date fair market value is being determined, the closing price as reported for
the next business day on which that exchange is open for business will be used.

“Family Member” has the same meaning as such term is defined in Form
S-8 (or any successor form) promulgated under the Securities Act of 1933, as
amended.

“Non-Employee Director” has the meaning set forth in Rule
16b-3(b)(3) under the Exchange Act, or any successor definition adopted by the
Securities and Exchange Commission.

“Option” means any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or prices and during
such period or periods as the Committee shall determine. All Options granted
under the Plan are intended to be nonqualified stock options for purposes of the
Code.

“Participant” means an Employee or a Director who is selected to
receive an Award under the Plan.

“Performance Award” means any award granted pursuant to Section 11
hereof in the form of Options, Stock Appreciation Rights, Restricted Share
Units, Restricted Shares or other awards of property, including cash, that have
a performance feature described in Section 11.

“Performance Period” means that period established by the Committee
at the time any Performance Award is granted or at any time thereafter during
which any performance goals specified by the Committee with respect to such
Award are to be measured. A Performance Period may not be less than one year.

“Plan” means this Amended and Restated 2009 Alcoa Stock Incentive
Plan, as amended and restated from time to time.

“Prior Plans” mean the 2004 Alcoa Stock Incentive Plan, the Long
Term Stock Incentive Plan of Aluminum Company of America; the Alcoa Stock
Incentive Plan; the Reynolds Metals Company 1996 Nonqualified Stock Option Plan;
the Reynolds Metals Company 1999 Nonqualified Stock Option Plan; and the Cordant
Technologies Inc. Amended and Restated 1996 Stock Award Plan, each as amended
and restated from time to time.

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“Replacement Award” means an Award resulting from adjustments or
substitutions referred to in Section 4(f) herein, provided that such Award is
issued by a company (foreign or domestic) the majority of the equity of which is
listed under and in compliance with the domestic company listing rules of the
New York Stock Exchange or with a similarly liquid exchange which has comparable
standards to the domestic company listing standards of the New York Stock
Exchange.

“Restricted Shares” has the meaning given in Section 8.

“Restricted Share Unit” has the meaning given it in Section 9.

“Shares” means the shares of common stock of the Company, $1.00 par
value.

“Stock Appreciation Right” means any right granted under Section 7.

“Subsidiary” means any corporation or other entity in which the
Company owns, directly or indirectly, stock possessing 50 percent or more of the
total combined voting power of all classes of stock in such corporation or
entity, and any corporation, partnership, joint venture, limited liability
company or other business entity as to which the Company possesses a significant
ownership interest, directly or indirectly, as determined by the Committee.

“Substitute Awards” means Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for, awards previously
granted, or the right or obligation to make future awards, by a company acquired
by the Company or any of its Subsidiaries or with which the Company or any of
its Subsidiaries combines.

“Time-Based Award” means any Award granted pursuant to the Plan that
is not a Performance Award.

SECTION 3. ADMINISTRATION. The Plan shall be administered by
the Committee. The Committee shall have full power and authority, subject to
such orders or resolutions not inconsistent with the provisions of the Plan as
may from time to time be adopted by the Board, to: (i) select the Employees of
the Company and its Subsidiaries to whom Awards may from time to time be granted
hereunder; (ii) determine the type or types of Award to be granted to each
Employee Participant hereunder; (iii) determine the number of Shares to be
covered by each Employee Award granted hereunder; (iv) determine the terms and
conditions, not inconsistent with the provisions of the Plan, of any Employee
Award granted hereunder; (v) determine whether, to what extent and under what
circumstances Employee Awards may be settled in cash, Shares or other property
or canceled or suspended; (vi) determine whether, to what extent and under what
circumstances cash, Shares and other property and other amounts payable with
respect to an Employee Award under this Plan shall be deferred either
automatically or at the election of the Participant; (vii) interpret and
administer the Plan and any instrument or agreement entered into under the Plan;
(viii) establish such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan, including without limiting the
generality of the foregoing, make any determinations necessary to effectuate the
purpose of Section 12(a)(v) below. Decisions of the Committee shall be final,
conclusive and binding upon all persons, including the Company, any Participant
and any shareholder; provided that the Board shall approve any decisions
affecting Director Awards.

The Board shall have full power and authority, upon the recommendation of the
Governance and Nominating Committee of the Board to: (i) select the Directors of
the Company to whom Awards may from time to time be granted hereunder;
(ii) determine the type or types of Award to be granted to each Director
Participant hereunder; (iii) determine the number of Shares to be covered by
each Director Award granted hereunder; (iv) determine the terms and conditions,
not inconsistent with the provisions of the Plan, of any Director Award granted
hereunder; (v) determine whether, to what extent and under what circumstances
Director Awards may be settled in cash, Shares or other property or canceled or
suspended; and (vi) determine whether, to what extent and under what
circumstances cash, Shares and other property and other amounts payable with
respect to a Director Award under this Plan shall be deferred either
automatically or at the election of the Director. For purposes of the Plan, an
Award to a Director shall not exceed 10,000 shares in any one-year period.

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SECTION 4. SHARES SUBJECT TO THE PLAN.

(a) Subject to the adjustment provisions of Section 4(f) below and the
provisions of Section 4(b), commencing May 8, 2009, up to 35 million Shares may
be issued under the Plan. Any award other than an Option or a Stock Appreciation
right shall count as 1.75 Shares for purposes of the foregoing authorization.
Options and Stock Appreciation Rights shall be counted as one Share for each
Option or Stock Appreciation Right.

(b) In addition to the Shares authorized by Section 4(a), the following
Shares shall become available for issuance under the Plan: (i) Shares that are
issued under the Plan, which are subsequently forfeited, cancelled or expire in
accordance with the terms of the Award, and (ii) Shares that had previously been
issued under Prior Plans that are outstanding as of the date of the Plan, which
are subsequently forfeited, cancelled or expire in accordance with the terms of
the Award. The following Shares shall not become available for issuance under
the Plan: (x) Shares tendered in payment of an Option, and (y) Shares withheld
for taxes. Shares purchased by the Company using Stock Option proceeds shall not
be added to the Plan limit and if Stock Appreciation Rights are settled in
Shares, each Stock Appreciation Right shall count as one Share whether or not
Shares are actually issued or transferred under the Plan.

(c) Shares shall be deemed to be issued hereunder only when and to the extent
that payment or settlement of an Award is actually made in Shares.
Notwithstanding anything herein to the contrary, the Committee may at any time
authorize a cash payment in lieu of Shares, including without limitation if
there are insufficient Shares available for issuance under the Plan to satisfy
an obligation created under the Plan.

(d) Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares purchased in the open
market or otherwise.

(e) Shares issued or granted in connection with Substitute Awards shall not
reduce the Shares available for issuance under the Plan or to a Participant in
any calendar year.

(f) Subject to Section 12, in the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, reverse stock
split, spin-off or similar transaction or other change in corporate structure
affecting the Shares, such adjustments and other substitutions shall be made to
the Plan and to Awards (including any Awards granted to Directors) as the
Committee in its sole discretion deems equitable or appropriate, including,
without limitation, such adjustments in the aggregate number, class and kind of
securities that may be delivered under the Plan, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding Options, Stock Appreciation Rights or other
Awards granted under the Plan, and in the number, class and kind of securities
subject to Awards granted under the Plan (including, if the Committee deems
appropriate, the substitution of similar options to purchase the shares of, or
other awards denominated in the shares of, another company) as the Committee may
determine to be appropriate in its sole discretion; provided that the
number of Shares subject to any Award shall always be a whole number and in the
event of a Change in Control, the provisions of Section 12 shall govern and the
value of an Award prior to a Change in Control shall be preserved in any
Replacement Award.

(g) Any outstanding Awards granted under Prior Plans before the expiration
date of the Prior Plans shall continue to be subject to the terms and conditions
of the Prior Plans.

SECTION 5. ELIGIBILITY. Any Director or Employee shall be
eligible to be selected as a Participant.

SECTION 6. STOCK OPTIONS. Options may be granted hereunder
to Participants either alone or in addition to other Awards granted under the
Plan. Any Option granted under the Plan may be evidenced by an Award Agreement
in such form as the Committee from time to time approves. Any such Option shall
be subject to the terms and conditions required by this Section 6 and to such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee may deem appropriate in each case.

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(a) Option Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee in its sole discretion;
provided that, except in connection with an adjustment provided for in
Section 4(f) or Substitute Awards, such purchase price shall not be less than
the Fair Market Value of the Share on the date of the grant of the Option. The
Committee may, in its sole discretion, establish a limit on the amount of gain
that can be realized on an Option.

(b) Option Period. The term of each Option granted hereunder shall
not exceed ten years from the date the Option is granted.

(c) Exercisability. Options shall be exercisable at such time or
times as determined by the Committee at or subsequent to grant, provided,
however, that the minimum vesting period of an Option shall be one year.

(d) Method of Exercise. Subject to the other provisions of the Plan,
any Option may be exercised by the Participant in whole or in part at such time
or times, and the Participant may make payment of the Option price in such form
or forms, including, without limitation, payment by delivery of cash, Shares or
other consideration (including, where permitted by law and the Committee,
Awards) having a Fair Market Value on the exercise date equal to the total
Option price, or by any combination of cash, Shares and other consideration as
the Committee may specify in the applicable Award Agreement.

SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights may be granted to Participants on such terms and conditions as the
Committee may determine, subject to the requirements of the Plan. A Stock
Appreciation Right shall confer on the holder a right to receive, upon exercise,
the excess of (i) the Fair Market Value of one Share on the date of exercise or,
if the Committee shall so determine, at any time during a specified period
before the date of exercise over (ii) the grant price of the right on the date
of grant, or if granted in connection with an outstanding Option on the date of
grant of the related Option, as specified by the Committee in its sole
discretion, which, except in the case of Substitute Awards or in connection with
an adjustment provided in Section 4(f), shall not be less than the Fair Market
Value of one Share on such date of grant of the right or the related Option, as
the case may be. Any payment by the Company in respect of such right may be made
in cash, Shares, other property or any combination thereof, as the Committee, in
its sole discretion, shall determine. The Committee may, in its sole discretion,
establish a limit on the amount of gain that can be realized on a Stock
Appreciation Right.

(a) Grant Price. The grant price for a Stock Appreciation Right
shall be determined by the Committee, provided, however, and except as provided
in Section 4(f) and Substitute Awards, that such price shall not be less than
100% of the Fair Market Value of one Share on the date of grant of the Stock
Appreciation Right.

(b) Term. The term of each Stock Appreciation Right shall not exceed
ten years from the date of grant, or if granted in tandem with an Option, the
expiration date of the Option. The minimum vesting period of a Stock
Appreciation Right shall be one year.

(c) Time And Method Of Exercise. The Committee shall establish the
time or times at which a Stock Appreciation Right may be exercised in whole or
in part.

SECTION 8. RESTRICTED SHARES.

(a) Definition. A Restricted Share means any Share issued with the
contingency or restriction that the holder may not sell, transfer, pledge or
assign such Share and with such other contingencies or restrictions as the
Committee, in its sole discretion, may impose (including, without limitation,
any contingency or restriction on the right to vote such Share and the right to
receive any cash dividends), which contingencies and restrictions may lapse
separately or in combination, at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

(b) Issuance. A Restricted Share Award shall be subject to
contingencies or restrictions imposed by the Committee during a period of time
specified by the Committee (the “Contingency Period”). Restricted Share Awards
may be issued hereunder to Participants, for no cash consideration or for such
minimum consideration

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as may be required by applicable law, either alone or in addition to other
Awards granted under the Plan. The provisions of Restricted Share Awards need
not be the same with respect to each recipient.

(c) Registration. Any Restricted Share issued hereunder may be
evidenced in such manner as the Committee in its sole discretion shall deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of Restricted Shares awarded under the Plan, such certificate
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, contingencies and restrictions
applicable to such Award.

(d) Forfeiture. Except as otherwise determined by the Committee at
the time of grant or thereafter, upon termination of employment for any reason
during the Contingency Period, all Restricted Shares still subject to any
contingency or restriction shall be forfeited by the Participant and reacquired
by the Company. Shares, evidenced in such manner as the Committee shall deem
appropriate, shall be issued to the Participant promptly after the Contingency
Period, as determined or modified by the Committee, shall expire.

(e) Minimum Restrictions. Restricted Share Awards that are
restricted only on the passage of time shall have a minimum three-year pro-rata
restriction period (the restrictions lapse each year as to 1/3 of the Restricted
Share Awards); provided, however, that a restriction period of less than this
period may be approved for Awards with respect to up to 5% of the Shares
authorized under the Plan.

(f) Section 83(b) Election. A Participant may, with the consent of
the Committee, make an election under Section 83(b) of the Code to report the
value of Restricted Shares as income on the date of grant.

SECTION 9. RESTRICTED SHARE UNITS.

(a) Definition. A Restricted Share Unit is an Award of a right to
receive, in cash or shares, as the Committee may determine, the Fair Market
Value of one Share, the grant, issuance, retention and/or vesting of which is
subject to such terms and conditions as the Committee may determine at the time
of the grant, which are not inconsistent with this Plan.

(b) Terms and Conditions. In addition to the terms and conditions
that may be established at the time of a grant of Restricted Share Unit Awards,
the following terms and conditions apply:

(i) Restricted Share Unit Awards may not be sold, pledged (except as
permitted under Section 15(a)) or otherwise encumbered prior to the date on
which the Shares are issued, or, if later, the date on which any applicable
contingency, restriction or performance period lapses.

(ii) Restricted Share Unit Awards that are vested only on the passage of time
shall have a minimum three-year pro-rata vesting period (1/3 vests each year);
provided, however, that a vesting period of less than three years may be
approved for Restricted Share Unit Awards with respect to up to 5% of the Shares
authorized under the Plan.

(iii) Shares (including securities convertible into Shares) subject to
Restricted Share Unit Awards may be issued for no cash consideration or for such
minimum consideration as may be required by applicable law. Shares (including
securities convertible into Shares) purchased pursuant to a purchase right
granted under this Section 9 thereafter shall be purchased for such
consideration as the Committee shall in its sole discretion determine, which
shall not be less than the Fair Market Value of such Shares or other securities
as of the date such purchase right is granted.

(iv) The terms and conditions of Restricted Share Unit Awards need not be the
same with respect to each recipient.

SECTION 10. OTHER AWARDS. Other Awards of Shares and other
Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or other property (“Other Awards”) may be granted to
Participants. Other Awards may be paid in Shares, cash or any other form of
property as the Committee shall

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determine. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Participants to whom, and the time
or times at which, such Awards shall be made, the number of Shares to be granted
pursuant to such Awards and all other conditions of the Awards. The provisions
of Other Awards need not be the same with respect to each recipient. Other
Awards shall not exceed 5% of the Shares available for issuance under this Plan.

SECTION 11. PERFORMANCE AWARDS. Awards with a performance
feature are referred to as “Performance Awards”. Performance Awards may be
granted in the form of Options, Stock Appreciation Rights, Restricted Share
Units, Restricted Shares or Other Awards with the features and restrictions
applicable thereto. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award, provided that the
minimum performance period shall be one year. Performance Awards may be paid in
cash, Shares, other property or any combination thereof in the sole discretion
of the Committee. The performance levels to be achieved for each Performance
Period and the amount of the Award to be paid shall be conclusively determined
by the Committee. Except as provided in Section 12, Each Performance Award shall
be paid following the end of the Performance Period or, if later, the date on
which any applicable contingency or restriction has ended.

SECTION 12. CHANGE IN CONTROL PROVISIONS.

(a) Effect of a Change in Control on Existing Awards under this
Plan. Notwithstanding any other provision of the Plan to the contrary,
effective for Awards granted after May 6, 2011, unless the Committee shall
determine otherwise at the time of grant with respect to a particular Award:

(i) any Time-Based Award consisting of Options, Stock Appreciation Rights or
any other Time-Based Award in the form of rights that are exercisable in the
hands of Participants (“Exercisable Time-Based Award”) that is outstanding as of
the date on which a Change in Control shall be deemed to have occurred and which
is not then exercisable, shall become exercisable and vested to the extent
outstanding, unless such Participant receives a Replacement Award;

(ii) any Time-Based Award that is not an Exercisable Time-Based Award that is
outstanding as of the date on which a Change in Control shall be deemed to have
occurred and which is not then vested, shall become free of all contingencies,
restrictions and limitations and shall become vested and transferable to the
extent outstanding, unless replaced by a Replacement Award;

(iii) any Replacement Award for which an Exercisable Time-Based Award has
been exchanged upon a Change in Control shall become exercisable and vested on
the vesting schedule and term for exercisability that applied to the
corresponding Exercisable Time-Based Award immediately prior to such Change in
Control, provided, however, that if within twenty four (24) months
of such Change in Control, the Participant’s employment with the Company is
terminated by the Company without Cause (as such term is defined in the Alcoa
Inc. Change in Control Severance Plan) or by the Participant for Good Reason (as
such term is defined in the Alcoa Inc. Change in Control Severance Plan), such
Award shall become exercisable and vested to the extent outstanding at the time
of such termination of employment. Any Replacement Award that has become
exercisable and vested pursuant to this paragraph shall expire on the earlier of
(i) thirty six (36) months following the date of termination of such
Participant’s employment with the Company and (ii) the last day of the term of
such Replacement Award;

(iv) any Replacement Award for which a Time-Based Award that is not an
Exercisable Time-Based Award has been exchanged upon a Change in Control shall
vest on the vesting schedule that applied to the corresponding Time-Based Award
immediately prior to such Change in Control, provided, however,
that if within twenty four (24) months of such Change in Control, the
Participant’s employment with the Company is terminated by the Company without
Cause (as such term is defined in the Alcoa Inc. Change in Control Severance
Plan) or by the Participant for Good Reason (as such term is defined in the
Alcoa Inc. Change in Control Severance Plan), such Award

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shall become free of all contingencies, restrictions and limitations and
become vested and transferable to the extent outstanding;

(v) any Performance Award shall be converted upon a Change in Control so that
such Award is no longer subject to any performance condition referred to in
Section 11 above, but instead is subject to the passage of time, with the number
or value of such Replacement Award determined as follows: (a) if fifty percent
(50%) or more of the Performance Period has been completed as of the date on
which such Change in Control is deemed to have occurred, the number or value of
such Award shall be based on actual performance during the Performance Period;
(b) if less than fifty percent (50%) of the Performance Period has been
completed as of the date on which such Change in Control is deemed to have
occurred, the number or value of such Award shall be the target number or value.
Paragraphs (i) through (iv) above shall govern the terms of such Time-Based
Award.

(b) Change in Control Settlement. Notwithstanding any other
provision of this Plan, if approved by the Committee, upon a Change in Control,
a Participant may receive a cash settlement under clauses (i) and (ii) below of
existing Awards that are vested and exercisable as of the date on which such
Change in Control shall be deemed to have occurred:

(i) a Participant who holds an Option or Stock Appreciation Right may, in
lieu of the payment of the purchase price for the Shares being purchased under
the Option or Stock Appreciation Right, surrender the Option or Stock
Appreciation Right to the Company and receive cash, within 30 days of the Change
in Control in an amount equal to the amount by which the Fair Market Value of
the Shares on the date of the Change in Control exceeds the purchase price per
Share under the Option or Stock Appreciation Right multiplied by the number of
Shares granted under the Option or Stock Appreciation Right; and

(ii) a Participant who holds Restricted Share Units may, in lieu of receiving
Shares which have vested under Section 12 (a)(ii) of this Plan, receive cash,
within 30 days of a Change in Control, in an amount equal to the Fair Market
Value of the Shares on the date of the Change in Control multiplied by the
number of Restricted Share Units held by the Participant.

SECTION 13. CODE SECTION 162(m) PROVISIONS.

(a) Notwithstanding any other provision of this Plan, if the Committee
determines at the time a Restricted Share Award, a Performance Award or a
Restricted Share Unit Award is granted to a Participant that such Participant
is, or is likely to be as of the end of the tax year in which the Company would
claim a tax deduction in connection with such Award, a Covered Employee, then
the Committee may provide that this Section 13 is applicable to such Award.

(b) If an Award is subject to this Section 13, then the lapsing of
contingencies or restrictions thereon and the distribution of cash, Shares or
other property pursuant thereto, as applicable, shall be subject to the
achievement by the Company or any Subsidiary, or any division or business unit
thereof, as appropriate, of one or more objective performance goals established
by the Committee, which shall be based on the attainment of specified levels of
one or any combination of the following all of which may be calculated to
exclude special items, extraordinary items or nonrecurring items: (i) earnings,
including operating income, earnings before or after taxes, and earnings before
or after interest, taxes, depreciation, and amortization; (ii) book value per
share; (iii) pre-tax income or after-tax income; (iv) operating profit;
(v) earnings per common share (basic or diluted); (vi) return on assets (net or
gross); (vii) return on capital; (viii) returns on sales or revenues; (ix) share
price appreciation; (x) cash flow, free cash flow, cash flow return on
investment (discounted or otherwise); (xi) implementation or completion of
critical projects or processes; (xii) economic value added or created;
(xiii) cumulative earnings per share growth; (xiv) achievement of cost reduction
goals; (xv) return on shareholders’ equity; (xvi) total shareholders’ return
improvement or relative performance as compared with other selected companies;
(xvii) reduction of days working capital or inventory; or (xviii) operating
margin or profit margin; (xix) cost targets, reductions and savings,
productivity and efficiencies; (xx) strategic business criteria, consisting of
one or more objectives based on meeting specified market penetration, geographic
business expansion, customer satisfaction, employee satisfaction, human
resources management, supervision of litigation,

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information technology, and goals relating to acquisitions, divestitures,
joint ventures and similar transactions, and budget comparisons; (xxi) personal
professional objectives, including any of the foregoing performance goals, the
implementation of policies and plans, the negotiation of transactions, the
development of long-term business goals, formation of joint ventures, research
or development collaborations, and the completion of other corporate
transactions; or (xxii) the achievement of sustainability measures, community
engagement measures or environmental, health or safety goals of the Company or
the Subsidiary or business unit of the Company for or within which the
Participant is primarily employed. Performance goals may be based upon the
attainment of specified levels of Company, Subsidiary or unit performance under
one or more of the measures described above relative to the performance of other
comparator companies or groups of companies, and may include a threshold level
of performance below which no Award will be earned, levels of performance at
which an Award will become partially earned, and a level of performance at which
an Award will be fully earned. Performance goals shall be set by the Committee
(and any adjustments shall be made by the Committee) within the time period
prescribed by, and shall otherwise comply with, the requirements of
Section 162(m) of the Code, or any successor provision thereto, and the
regulations thereunder.

(c) Notwithstanding any provision of this Plan other than Section 12, with
respect to any Award that is subject to this Section 13, the Committee may
adjust downwards, but not upwards, the amount payable Pursuant to such Award,
and the Committee may not waive the achievement of the applicable performance
goals.

(d) The Committee shall have the power to impose such other restrictions on
Awards subject to this Section 13 as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any
successor provision thereto.

(e) For purposes of complying with Section 162(m) limitations on
“performance-based compensation,” and subject to Section
4(f), no Participant may be granted Options and/or Stock Appreciation Rights in
any calendar year with respect to more than 4,000,000 Shares, or Restricted
Share Awards or Restricted Share Unit Awards covering more than 1,000,000
Shares. The maximum dollar value payable with respect to Performance Awards that
are valued with reference to property other than Shares and granted to any
Participant in any one calendar year is $10,000,000.

SECTION 14. AMENDMENTS AND TERMINATION. The Board may amend,
alter, suspend, discontinue or terminate the Plan or any portion thereof at any
time; provided that notwithstanding any other provision in this Plan,
no such amendment, alteration, suspension, discontinuation or termination shall
be made: (i) without shareholder approval, if a proposed amendment or alteration
would increase the benefits accruing to Participants, increase the maximum
number of shares which may be issued under the Plan (except as provided in
Section 4), modify the Plan’s eligibility requirements, or accelerate, lapse or
waive restrictions other than in the case of death, disability, retirement or
change in control; or (ii) without the consent of the affected Participant, if
such action would impair the rights of such Participant under any outstanding
Award except as provided in Section 15(e) and (f). Notwithstanding anything to
the contrary herein, the Committee may amend the Plan in such manner as may be
necessary so as to have the Plan conform to local rules and regulations in any
jurisdiction outside the United States or to qualify for or comply with any tax
or regulatory requirement for which or with which the Board deems it necessary
or desirable to qualify or comply.

SECTION 15. GENERAL PROVISIONS.

(a) Transferability of Awards. Awards may be transferred by will or
the laws of descent and distribution and shall be exercisable, during the
Participant’s lifetime, only by the Participant or, if permissible under
applicable law, by the Participant’s guardian or legal representative. A
Participant may, in the manner established by the Committee, designate a
beneficiary to exercise the rights of the Participant with respect to any Award
upon the death of the Participant. Awards may be transferred to one or more
Family Members, individually or jointly, or to a trust whose beneficiaries
include the Participant or one or more Family Members under terms and conditions
established by the Committee. The Committee shall have authority to determine,
at the time of grant, any other rights or restrictions applicable to the
transfer of Awards; provided however, that no

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Award may be transferred to a third party for value or consideration. Any
Award shall be null and void and without effect upon any attempted assignment or
transfer, except as provided in this Plan or the terms and conditions
established for an Award, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, divorce or trustee process or similar process,
whether legal or equitable.

(b) Award Entitlement. No Employee or Director shall have any claim
to be granted any Award under the Plan and there is no obligation for uniformity
of treatment of Employees or Directors under the Plan.

(c) Terms and Conditions of Award. The prospective recipient of any
Award under the Plan shall be deemed to have become a Participant subject to all
the applicable terms and conditions of the Award upon the grant of the Award to
the prospective recipient, unless the prospective recipient notifies the Company
within 30 days of the grant that the prospective recipient does not accept the
Award.

(d) Award Adjustments. Except as provided in Section 13, the
Committee shall be authorized to make adjustments in Performance Award criteria
or in the terms and conditions of other Awards in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or changes
in applicable laws, regulations or accounting principles. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem desirable to
carry it into effect.

(e) Committee Right to Cancel. The Committee shall have full power
and authority to determine whether, to what extent and under what circumstances
any Award shall be canceled or suspended at any time prior to a Change in
Control: (i) if an Employee, without the consent of the Committee, while
employed by the Company or after termination of such employment, becomes
associated with, employed by, renders services to or owns any interest (other
than an interest of up to 5% in a publicly traded company or any other
nonsubstantial interest, as determined by the Committee) in any business that is
in competition with the Company; or (ii) the Participant’s willful engagement in
conduct which is injurious to the Company, monetarily or otherwise. For purposes
of clause (ii), no act, or failure to act, on the Participant’s part shall be
deemed “willful” unless done, or omitted to be done, by the Participant not in
good faith and without reasonable belief that the Participant’s act, or failure
to act, was in the best interest of the Company; or (iii) misconduct described
in Section 15(f). In the event of a dispute concerning the application of this
Section 15(e), no claim by the Company shall be given effect unless the Board
determines that there is clear and convincing evidence that the Committee has
the right to cancel an Award or Awards hereunder, and the Board finding to that
effect is adopted by the affirmative vote of not less than three quarters of the
entire membership of the Board (after reasonable notice to the Participant and
an opportunity for the Participant to provide information to the Board in such
manner as the Board, in its sole discretion, deems to be appropriate under the
circumstances).

(f) Clawback. Notwithstanding any other provision of the Plan to the
contrary, in accordance with the Company’s Corporate Governance Guidelines, if
the Board learns of any misconduct by an Executive Officer that contributed to
the Company having to restate all or a portion of its financial statements, the
Board will, to the full extent permitted by governing law, in all appropriate
cases, effect the cancellation and recovery of Awards (or the value of Awards)
previously granted to the Executive Officer if: (i) the amount of the Award was
calculated based upon the achievement of certain financial results that were
subsequently the subject of a restatement, (ii) the executive engaged in
intentional misconduct that caused or partially caused the need for the
restatement, and (iii) the amount of the Award had the financial results been
properly reported would have been lower than the amount actually awarded.

(g) Stock Certificate Legends. All certificates for Shares delivered
under the Plan pursuant to any Award shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.

(h) Compliance with Securities Laws. No Award granted hereunder
shall be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. Federal securities laws and any
other laws to which such offer, if made, would be subject.

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(i) Dividends. No Award of Options or Stock Appreciation Rights
shall have the right to receive dividends or dividend equivalents. Subject to
the provisions of the Plan and any Award Agreement, the recipient of an Award of
Restricted Share Units or Restricted Shares may, if so determined by the
Committee, be entitled to receive, currently or on a deferred basis, cash
dividends, or cash payments in amounts equivalent to cash dividends on Shares,
with respect to the number of Shares covered by the Award, as determined by the
Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise reinvested. Notwithstanding the foregoing, dividends or dividend
equivalents may, if so determined by the Committee, be accrued on Restricted
Share Units that have a performance feature and paid after the awards are
earned; provided that, no dividends or dividend equivalents shall be paid on the
number (if any) of Restricted Share Units that have not been earned during a
performance period.

(j) Consideration for Awards. Except as otherwise required in any
applicable Award Agreement or by the terms of the Plan, recipients of Awards
under the Plan shall not be required to make any payment or provide
consideration other than the rendering of services.

(k) Delegation of Authority by Committee. The Committee may delegate
to one or more Executive Officers or a committee of Executive Officers the right
to grant Awards to Employees who are not Executive Officers or Directors of the
Company and to cancel or suspend Awards to Employees who are not Executive
Officers or Directors of the Company.

(l) Withholding Taxes. The Company shall be authorized to withhold
from any Award granted or payment due under the Plan the amount of withholding
taxes due in respect of an Award or payment hereunder and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. The Committee shall be authorized to
establish procedures for election by Participants to satisfy such obligations
for the payment of such taxes by delivery of or transfer of Shares to the
Company or by directing the Company to retain Shares otherwise deliverable in
connection with the Award.

(m) Other Compensatory Arrangements. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

(n) Governing Law. The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of New York, without
reference to principles of conflict of laws, and construed accordingly.

(o) Severability. If any provision of this Plan is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan, it
shall be stricken and the remainder of the Plan shall remain in full force and
effect.

(p) Awards to Non-U.S. Employees. Awards may be granted to Employees
and Directors who are foreign nationals or employed outside the United States,
or both, on such terms and conditions different from those applicable to Awards
to Employees and Directors who are not foreign nationals or who are employed in
the United States as may, in the judgment of the Committee, be necessary or
desirable in order to recognize differences in local law or tax policy. The
Committee also may impose conditions on the exercise or vesting of Awards in
order to minimize the Company’s obligation with respect to tax equalization for
Employees on assignments outside their home countries.

(q) Repricing Prohibited. Except as provided in Section 4(f), the
terms of outstanding Options or Stock Appreciation Rights may not be amended,
and action may not otherwise be taken without shareholder approval, to:
(i) reduce the exercise price of outstanding Options or Stock Appreciation
Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange
for Options or Stock Appreciation Rights with an exercise price that is less
than the exercise price of the original Options or Stock Appreciation Rights, or
(iii) replace outstanding Options or Stock Appreciation Rights in exchange for
other Awards or cash.

(r) Deferral. The Committee may require or permit Participants to
elect to defer the issuance of Shares or the settlement of Awards in cash or
other property to the extent that such deferral complies with Section 409A

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and any regulations or guidance promulgated thereunder. The Committee may
also authorize the payment or crediting of interest, dividends or dividend
equivalents on any deferred amounts.

(s) Compliance with Section 409A of the Code. Except to the extent
specifically provided otherwise by the Committee and notwithstanding any other
provision of the Plan, Awards under the Plan are intended to satisfy the
requirements of Section 409A of the Code (and the Treasury Department guidance
and regulations issued thereunder) so as to avoid the imposition of any
additional taxes or penalties under Section 409A of the Code. If the Committee
determines that an Award, payment, distribution, transaction or any other action
or arrangement contemplated by the provisions of the Plan would, if undertaken,
cause a Participant to become subject to any additional taxes or other penalties
under Section 409A of the Code, then unless the Committee specifically provides
otherwise, such Award, payment, distribution, transaction or other action or
arrangement shall not be given effect to the extent it causes such result and
the related provisions of the Plan and/or Award Agreement will be deemed
modified, or, if necessary, suspended in order to comply with the requirements
of Section 409A of the Code to the extent determined appropriate by the
Committee, in each case without the consent of or notice to the Participant.
Although the Company may attempt to avoid adverse tax treatment under
Section 409A of the Code, the Company makes no representation to that effect and
expressly disavows any covenant to maintain favorable or avoid unfavorable tax
treatment. The Company shall be unconstrained in its corporate activities
without regard to the potential negative tax impact on holders of Awards under
the Plan.

SECTION 16. TERM OF PLAN. No Award shall be granted pursuant
to the Plan after May 7, 2019, but any Award theretofore granted may extend
beyond that date. The effective date of the Plan shall be the date it is
approved by the shareholders of the Company. If the shareholders of the Company
do not approve the Plan, then the Plan and all rights hereunder shall
immediately terminate and no Participant (or any permitted transferee) shall
have any remaining rights under the Plan and any Award granted under it shall be
cancelled.

SECTION 17. TERMINATION OF PRIOR PLAN. No stock options or
other awards may be granted under the 2004 Alcoa Stock Incentive Plan after
April 30, 2009, but all such awards theretofore granted shall extend for the
full stated terms thereof and be administered under the 2004 Alcoa Stock
Incentive Plan. Notwithstanding any other provision to the contrary, all
outstanding awards previously granted under Prior Plans shall be governed by the
terms and conditions of the applicable Prior Plans under which such awards were
granted.

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