Amendment To Employee Benefit Excess Plan A

Exhibit 10(j)(2)


ALCOA INC. EMPLOYEES' EXCESS BENEFITS PLAN A

Pursuant to authorization by its Board of Directors, Alcoa Inc. has adopted the following Alcoa Inc. Employees' Excess Benefits Plan A, as amended and restated effective as of January 1, 2002, for the exclusive benefit of salaried employees who are not in a collective bargaining unit, who are eligible for retirement under the Alcoa Inc. Retirement Plan I (" Plan I" ), Rules IC, IM and IN (" Plan I Rules" ), and whose pension as calculated under the Plan I Rules would be in excess of the limitations provided for in Section 415(b) of the Internal Revenue Code of 1986, as amended (" 415(b) limitations" ).


ARTICLE I DEFINITIONS

1.1 The following terms have the specified meanings:

a. " Company" means Alcoa Inc.

b. " Board of Directors" means the Board of Directors of Alcoa Inc.

c. " Committee" means the Benefits Management Committee, which has been delegated by the Board of Directors to have the discretionary authority to interpret and administer the Plan.

d. " Excess Pension" means the portion of the Pension otherwise payable under the Plan I Rules, which is not payable under the Plan I Rules because of the 415(b) limitations.

e. " Excess Plan" means this Alcoa Inc. Employees' Excess Benefits Plan A.

f. " Participant" means a participant in the Plan I Rules who are eligible for a regular pension under the Plan I Rules and to whom monthly amount of regular pension is being p ...