BENEFICIARY DESIGNATION

Beneficiary Designation – Subject to the spousal consent requirements of Section 5.2, the participant shall have the right to designate his beneficiaries, including a contingent death beneficiary, and shall have the right at any time to change such beneficiaries. The designation shall be made in writing, either on a form signed by the participant and supplied by and filed with the plan administrator or through an electronic procedure established by the plan administrator for the designation of a beneficiary where no spousal consent is required by Section 5.2. If the participant fails to designate a beneficiary, or if the designated person or persons predecease the participant, "beneficiary" shall mean the spouse, children, parents, siblings (by the whole blood or adoption), or estate of the participant, in the order listed. For this purpose, the terms children, parents, and siblings shall exclude step relationships.

Designation. There is hereby designated a series of Preferred Stock denominated as “Series B Preferred Stock,” consisting of 5,000,000 shares, $.001 par value per share, having the powers, preferences, rights and limitations set forth below.

The person who the Key Employee designates in writing to the Committee as his or her beneficiary shall be referred to as the “Beneficiary” and shall be entitled to receive the Restricted Stock Units that vest following the death of the Key Employee. The Key Employee may from time to time revoke or change his or her Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Committee. The last such designation that the Committee receives shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Key Employee’s death, and in no event shall any designation be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of the Key Employee’s death, or if no designated Beneficiary survives the Key Employee or if such designation conflicts with law, then the Key Employee’s estate shall be entitled to receive the Restricted Stock Units that vest following the death of the Key Employee. If the Committee is in doubt as to the right of any person to receive such Restricted Stock Units, then the Company may retain such Restricted Stock Units, without liability for any interest thereon, until the Committee determines the person entitled thereto, or the Company may deliver such Restricted Stock Units to any court of appropriate jurisdiction, and such delivery shall be a complete discharge of the liability of the Company therefor.

If a participant designates his spouse as the beneficiary and the participant and such spouse are legally divorced subsequent to the date of such designation; then, the designation shall be administered as if such spouse had predeceased the participant unless the participant, subsequent to the legal divorce, reaffirms the designation by completing a new beneficiary designation and duly filing or otherwise recording it with the plan administrator.

“Beneficiary” means the Person or Persons designated in writing as such by Executive and filed with the Company at any time. Any such designation may be withdrawn or changed in writing by Executive, but only the last such designation on file shall be effective. If the Beneficiary predeceases Executive and no contingent Beneficiary was designated, or if Executive failed to designate a Beneficiary, then the Beneficiary shall be Executive’s estate.

Divorce revokes spousal Beneficiary designation. Notwithstanding anything in this Section to the contrary, unless otherwise elected in [Appendix A] to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), if a Participant has designated the Spouse as a Beneficiary, then a divorce decree that relates to such Spouse shall revoke the Participant's designation of the Spouse as a Beneficiary unless the decree or a "qualified domestic relations order" (within the meaning of Code §414(p)) provides otherwise or a subsequent Beneficiary designation is made.

Upon commencement of membership, each Member shall name one or more persons as the Beneficiary who will receive any distribution payable under the Plan in the event of the Member’s death in accordance with procedures established by the Company. If the Member has not made an effective designation of a Beneficiary or if none of the named Beneficiaries is living when any distribution is to be made, then # the spouse of the deceased Member shall be the Beneficiary or # if the Member has no spouse living at the time of such distribution, then the living children of the deceased Member shall be the Beneficiaries in equal shares or # if the Member has neither spouse nor children living at the time of such payment, the estate of the Member shall be the Beneficiary. The Member may change his designation of a Beneficiary from time to time in accordance with procedures established by the Company. Any other provision of this Subsection # notwithstanding, in the case of a married Member, any designation of a person other than his spouse as Beneficiary shall be effective only if the spouse consents to the designation in writing and such written consent is witnessed by a notary public.

If a participant has not commenced distribution from the 401(k) Plan prior to his or her death and did not designate a beneficiary under this Plan but has an effective beneficiary designation on file for the 401(k) Plan, the beneficiary designation on file for the 401(k) Plan shall apply to this Plan

The failure of any Participant to obtain any recommended signature on the form will not invalidate the beneficiary designation or prohibit Alcoa from treating such designation as valid and effective. No beneficiary will acquire any beneficial or other interest in any Special Retention Award prior to the death of the Participant who designated such beneficiary.