Employee Excess Benefit Plan C

Exhibit 10(l)(2)


ALCOA INC. EMPLOYEES' EXCESS BENEFITS PLAN C

Pursuant to due authorization by the Board of Directors, Alcoa Inc. has adopted the following Alcoa Inc. Employees' Excess Benefits Plan C, as amended and restated effective January 1, 2002, for the exclusive benefit of selected management and highly compensated employees, whose pension benefits calculated under certain qualified and non-qualified plans does not take into account certain deferred compensation amounts.


ARTICLE I - DEFINITIONS


1.1 The following terms have the specified meanings.


A. " Additional Compensation" means any amount which the Participant has irrevocably elected to defer under one or more of the following: (1) the Incentive Compensation Plan of the Company, not including any gain or loss thereon, (2) Employees' Excess Benefit Plan D, of the Company (" Excess D" ), not including any gain or loss thereon, (3) the Alcoa Deferred Compensation Plan, not including any gain or loss thereon, or (4) the Performance Pay Plan of the Company, not including any gain or loss thereon.


B. " Annual Compensation" means the total payments made by the Company and by any Subsidiaries during a calendar year for services rendered as an employee, except as otherwise provided by contractual agreement, other than living and similar allowances and premium pay and payments made for specific purposes as determined under supplemental rules adopted by the Company. Annual Compensation will include any amounts by which the Participant has elected to reduce his or her salary under the Alcoa Savings Plan for Non-Bargaining Employees or under any cash or deferred arrangement established under Section 401(k) of Internal Revenue Code of 1986 as amended, and will include any Additional Compensation. " Special Payments" within the meaning of the Alcoa Deferred Compensation Plan are not treated as Annual Compensation.


C. " Average Final Compensation" means the average Annual Compensation received during the five highest years within the ten calendar years preceding the date such compensation was discontinued (including the calendar year in which such compensation was discontinued if this would increase Average Final Compensation) affording the highest such average.


D. " Board of Directors" means the Board of Directors of the Company.

E. " 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.

F. " Company" means Alcoa Inc.


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G. " Excess Plan" means the amended and restated Alcoa Inc. Employees' Excess Benefit Plan C, adopted by the Company as described herein or as from time to time hereafter amended.

H. " Other Plans" means Plan I, any defined benefit retirement plan of any Subsidiary, Alcoa Inc. Employees' Excess Benefits Plan A (" Excess A" ) and Employees' Excess Benefits Plan B of the Company (" Excess B" ), as such plans presently exist or as from time to time hereafter amended.


I. " Participant" means any employee of the Company or any Subsidiary who meets one or more of the following requirements:

(1) retires or dies while covered under Excess B, or


(2) has Additional Compensation, or

(3) on or after January 1, 1989, retires, dies or terminates while covered under Plan I, and immediately prior to retirement, death or termination is in a job grade of 19 or above, or an equivalent of such job grades as determined by the Company.

J. " Pension Service" means the service used to calculate the Participant' s monthly retirement benefit under Excess B, or if such Plan is inapplicable, the service used to calculate such benefit under Plan I.


K. " Plan I" means Employees' Retirement Plan ...