Subject to applicable laws, rules and regulations, the Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such action shall be effective without approval by the shareholders of the Company to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded.

Subject to applicable laws, rules and regulations, theAMENDMENT AND TERMINATION. The Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such amendment, suspension, discontinuance or termination shall adversely affect the rights of any Participant in respect of any Plan Year which has already commenced and no such action shall be effective without approval by the shareholdersstockholders of the Company to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder to Covered Employees as performance-based compensation under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded. .

Subject to applicable laws, rules and regulations, the Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate thethis Plan; provided, however, that no such action shall be effective without approval by the shareholdersstockholders of the CompanyAlcoa Corporation to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-Performance-based compensation under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded. Compensation.

Subject to applicable laws, rules and regulations, theThe Board of Directors or the Committee may at any time amend, suspend, discontinueterminate, modify, or terminateamend the Plan;Plan in any respect; provided, however, that no such actionshareholder approval of any Plan amendment shall be effective without approvalobtained only if required by law or the shareholdersrequirements of the Company to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under [Section 162(m)], or applicable rules of aany stock exchange on which the Company’s shares are traded. Common Stock is listed or quoted and provided, further, that any termination shall be subject to the requirements of section 409A of the Code. No suspension, termination, modification, or amendment of the Plan may, without the consent of the Non-Employee Director (or Grantee, if applicable), adversely affect his or her rights with respect to the Restricted Stock or his or her Deferred Accounts.

SubjectExcept to the extent prohibited by applicable laws, rules and regulations,law or otherwise expressly provided in an Award Agreement or in the Plan, the Board of Directors or the Committee may at any time amend, alter, suspend, discontinue or terminate the Plan;Plan or any portion thereof at any time as the Board shall deem advisable; provided, however, that no such actionamendment, alteration, suspension, discontinuation or termination shall be effectivemade without # shareholder approval, if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, or the shareholdersrules or regulations of the Companystock market or exchange, if any, on which the Shares are principally quoted or traded or # subject to [Section 5(d)] and [Section 12], the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except # to the extent necessaryany such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable laws, includinglaw, stock market or exchange rules and regulations or accounting or tax rules and regulations or # to continueimpose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)]. Notwithstanding anything to qualify the amounts payable hereundercontrary in the Plan, the Committee may amend the Plan in such manner as performance-based compensation under [Section 162(m)], or applicablemay be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules of a stock exchange on which the Company’s shares are traded. and regulations.

SubjectExcept to the extent prohibited by applicable laws, ruleslaw and regulations,unless otherwise expressly provided in an Award Agreement or in the Plan, the Board of Directors or the Committee may at any time amend, alter, suspend, discontinuediscontinue, or terminate the Plan;Plan or any portion thereof at any time; provided, however, that no such actionamendment, alteration, suspension, discontinuation or termination shall be effectivemade without # shareholder approval by# if the shareholderseffect thereof is to increase the number of Shares available for issuance under the CompanyPlan or to expand the extentclass of persons eligible to participate in the Plan or # if such approval is necessary to comply with applicable laws, including to continueany tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply or # the amounts payable hereunderconsent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as performance-based compensationmay be necessary to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations. In all events, no termination or amendment shall be made in a manner that is inconsistent with the requirements under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded. Code Section 409A to allow for tax deferral.

Subject to applicable laws, rules and regulations, theThe Board of Directors or the Committee may(if permitted by applicable law) may, at any timetime, amend, suspend,supplement, alter or discontinue or terminate the Plan; provided, however, thatPlan, but, except as otherwise expressly provided in the Plan (including Sections 3 and 12), no such actionamendment, alteration or discontinuation shall be effectivemade which would impair the rights of a Participant under an Award theretofore granted, without approval bythe Participant’s consent. The Company shall submit to the shareholders of the Company for their approval any amendments to the extent necessaryPlan which are required to comply with applicable laws, including to continue to qualifybe approved by shareholders, either by law or the amounts payable hereunder as performance-based compensation under [Section 162(m)],rules and regulations of any governmental authority or applicable rules of aany stock exchange onupon which the Company’s shares areStock is then traded.

Subject to applicable laws, rulesAmendment and regulations,Termination of the Plan. The Board of Directors or the Committee may at any time amend, suspend, discontinueterminate, suspend or terminateamend the Plan; provided, however, that noPlan. The Company shall submit any amendment of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action shall be effective without approval by the shareholders of the Company to the extentis necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under [Section 162(m)],law or applicable rules of a stock exchange on which the Company’s shares are traded. rules.

SECTION # TERMINATION AND AMENDMENT: Subject to applicable laws, rules and regulations,the approval of the Board of Directors orwhere required, the Committee may at any time and from time to time alter, amend, suspend, discontinue or terminate the Plan;Plan in whole or in part; provided, however, that no such action shall be effective without approvaltaken by the Board or the Committee without the approval of shareholders of the Company to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded. that would:

Subject to applicable laws, rulesAmendment, Modification and regulations,Termination of the Board of Directors or thePlan. The Committee may at any time amend, suspend, discontinueterminate, suspend or terminatemodify the Plan; provided, however, that no such action shall be effective withoutPlan and the terms and provisions of any Bonus to any Participant which has not been paid. Amendments are subject to approval byof the shareholders of the Company to the extentonly if such approval is necessary to complymaintain the Plan in compliance with the requirements of Section 162(m) of the Code, its successor provisions or any other applicable laws, including to continue to qualifylaw or regulation. No Bonus may be granted during any suspension of the amounts payable hereunder as performance-based compensation under [Section 162(m)],Plan or applicable rules of a stock exchange on which the Company’s shares are traded. after its termination.