The submission of a new Beneficiary designation shall cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation shall revoke such designation, unless in the case of divorce the previous spouse was not designated as Beneficiary and unless in the case of marriage the Participant's new spouse has previously been designated as Beneficiary. The spouse of a married Participant shall

BENEFICIARY DESIGNATION

SECTION # Amendments. Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

A Participant shall designate his Beneficiary by completing and signing a Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change his Beneficiary by completing. signing and submitting to the Committee a revised Beneficiary Designation Form in accordance with the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon acknowledgement by the Committee of a revised Beneficiary Designation Form, all Beneficiary designations previously filed shall be deemed canceled. The Committee shall rely on the last Beneficiary Designation Form both # filed by the Participant and # acknowledged by the Committee, prior to the Participant’s death.

RESOLVED, that [Section 8.2] of the Plan is hereby amended to conform the Plan's beneficiary designation procedures with those under the Corporation's Supplemental Retirement 401(k) and Profit Sharing Plan by clarifying that (i) a married participant must designate his or her spouse as the beneficiary unless such spouse consents in writing to the designation of another beneficiary, (ii) the default beneficiary of a married participant shall be the spouse and (iii) a Participant's divorce decree will not revoke an existing beneficiary designation, to read as amended in [Exhibit A] ("Amendment"); and

You may designate a beneficiary to receive payment in connection with the Restricted Stock Units awarded hereunder in the event of your death while in service with [[Bank of America:Organization]] or its Subsidiaries in accordance with [[Bank of America:Organization]]’s beneficiary designation procedures, as in effect from time to time. Any beneficiary designation in effect at the time of your termination of employment with [[Bank of America:Organization]] and its Subsidiaries (other than a termination of employment due to your death) will remain in effect following your termination of employment unless you change your beneficiary designation or it otherwise ceases to be enforceable and/or valid in accordance with [[Bank of America:Organization]]`s beneficiary designation procedures, as in effect from time to time. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate.

“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.

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.