Payment of Retainers. For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and, except as otherwise provided in Section I(B), shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director pursuant to this Section I(A) shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers at the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):

Additional Annual Retainers. In addition, a Non-Employee Director shall receive the following annual retainers:

Deferral of Retainers. Non-Employee Directors may elect to defer payment of all or a portion of the annual retainers described in Section 2(a) into specified investment funds and/or into vested restricted share units for shares of the Company’s common stock, which deferral will be made pursuant to the terms of the Company’s Amended and Restated Deferred Fee Plan for Directors or its successor plan (the “Deferred Fee Plan”). Unless otherwise determined by the Board, any restricted share units will be granted under the 2013 Arconic Stock Incentive Plan or its successor plan (the “Equity Plan”), on the date on which such retainer(s) would otherwise have been paid in cash.

Note: Chair and committee member retainers are in addition to retainers for members of the Board of Directors.

The annual cash retainers above will be payable in equal quarterly installments in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). All annual cash retainers will be vested upon payment.

No additional compensation for attending individual committee meetings. All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee directors, pro-rated based on the number of actual days served by the director during such calendar quarter. Chair and committee member retainers are in addition to retainers for members of the Board.

Additional Retainers for Committee Membership:

For service as Lead Independent Director: an annual cash retainer of $50,000 (in addition to any annual cash retainers otherwise paid).

Payment. Ford shall deliver to Ford Credit a schedule reflecting the interest on the net Contingent Tax Liabilities or net Adjusted Tax Asset Balance no later than one month prior to the end of each calendar year quarter. Ford Credit shall pay Ford or Ford shall pay Ford Credit, as the case may be, in accordance with their customary intercompany settlement procedure, the interest amount.