Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by [Section 4.01(a)] of the Adoption Agreement.

Annual Deferral Election. Except as otherwise provided in [Article IV] hereof, a Participant's election (or deemed election) to defer Annual Compensation shall

Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant’s current compensation, the Participant’s Employer shall withhold, in a manner determined by the Company, from the Participant’s Base Salary and Annual Bonus that are not being deferred, as applicable, the Participant’s share of FICA and other taxes on such Annual Deferral Amount.

Maximum Deferral Amount. Subject to the last sentence of this [Section 4.e], after a Director’s Deferral Account has been credited with a total of five hundred thousand dollars ($500,000) (“Maximum Deferral Amount”) pursuant to an election under this [Section 4] (Election to Defer) and pursuant to [Section 6] (Interest), he may no longer defer compensation under this [Section 4]. An election to defer compensation under this [Section 4] shall not be effective to defer compensation to the extent it causes the Maximum Deferral Amount to be exceeded. However, the Deferral Account shall continue to be credited with interest under [Section 6], even after a Director may no longer defer compensation by reason of this [Section 4.e]. The Maximum Deferral Amount shall be reduced by all compensation deferred by, and all interest credited to, a Director under the Bank’s 1993 Directors Deferred Compensation Plan.

Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, LTIP Amounts, Director Fees, and/or Director Stock Award of at least the following minimum deferral amounts and up to the following maximum percentages for each deferral elected:

means $19,500 (or such other limit as is applicable for a Plan Year under Code [Section 402(g)]), as adjusted by the Secretary of the Treasury under Code [Section 402(g)(5)] for cost-of-living increases. For Participants who have attained age 50 by the last day of a Plan Year, the Maximum Deferral Amount will be increased by $6,500, as adjusted by the Secretary of the Treasury under Code [Section 414(v)(2)(C)] for cost-of-living increases.

Amount of Deferral. A Director may elect to defer receipt of all Fees, or of all Fees of one or more types, or a specified portion (in 10% increments) of either of the foregoing, otherwise payable to him or her.

Amount of Deferral. Beginning January 1, 2005, until a Director owns beneficial shares of Alcoa common stock and/or has units in the Alcoa Stock Fund with a value at least equal to the then applicable Director Share Ownership Guideline, the Director will be required to either defer at least the Required Deferral Amount in the Alcoa Stock Fund or use such amount to purchase Alcoa common stock. 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.

Annual Deferral Amount. “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, LTIP Amounts, Director Fees, and Director Stock Award that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

WITHHOLDING OF DEFERRAL AMOUNTS. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld each payroll period in equal amounts from the Participant’s Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant. The Annual Deferral Amount shall be credited to the Participant’s Elective Deferral Account. A Participant shall at all times have a fully vested and nonforfeitable interest in his or her Elective Deferral Account.