Exhibit 10(d)
AMENDED AND RESTATED
EMPLOYEES' EXCESS BENEFITS PLAN C
ADOPTED BY
ALUMINUM COMPANY OF AMERICA
Pursuant to due authorization by the Board of Directors,
Aluminum Company of America has adopted the following
Employees' Excess Benefits Plan C, as amended and restated
effective January 1, 1989, 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 shall
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 shall include any
Additional 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. "Company" means Aluminum Company of America.
F. "Excess Plan" means the amended and restated
Employees' Excess Benefit Plan C, adopted by the Company
as described herein or as from time to time hereafter amended.
G. "Other Plans" means Plan I, any defined benefit
retirement plan of any Subsidiary, Employees' Excess
Benefits Plan A of the Company ("Excess A") and Employees'
Excess Benefits Plan B of the Company ("Excess B"), as such
1
plans presently exist or as from time to time hereafter
amended.
H. "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.
I. "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.
J. "Plan I" means Employees' Retirement Plan of
Aluminum Company of America, Plan I.
K. "Reduced Average Final Compensation" means Average
Final Compensation which is calculated by reducing each
year's Annual Compensation used by one-half of the amount,
if any, received by a Participant from the Incentive
Compensation Plan and the Performance Pay Plan of the Company.
L. "Retirement Board" means the Retirement Board
created pursuant to Plan I.
M. "Subsidiary" means a corporation at least 5O% of
whose outstanding voting stock is owned or controlled by
the Company and/or one or more other Subsidiaries, and any
non-corporate business entity in which the Company and/or
one or more other Subsidiaries have at least a 50% interest
in capital or profits.
N. "Surviving Spouse" means a deceased Participant's
spouse who is entitled to receive surviving spouse benefits
under Plan I or Excess B.
ARTICLE II - BENEFITS
2.1 A benefit payable under this Excess Plan to a Partici-
pant who retires or terminates with at least 5 years of
Pension Service shall be the greater of the following:
A. FORMULA 1 - for participants who retire on or after
January 1, 1989 and are eligible under Plan I - Rules IC, ID,
IE, IF, IG, IH or IJ, or Excess B, the portion of pension
benefits in pay status that would have been payable for that
month to a Participant under Plan I at the time Pension
Service terminates, had Plan I used Annual Compensation in
determining the pension benefit; however, Annual
Compensation is subject to the limits provided for in
Section 401(a)(17) of the Internal Revenue Code of 1986,
as amended, through 1993, and $250,000 thereafter, or
B. FORMULA 2 - for participants who retire on or after
January 1, 1989 and are eligible under Plan I, IC Rules or
Excess B, the amount of pension benefits which would have
2
been payable to the Participant using the formula contained
in Plan I, IC Rules effective December 31, 1988, had Plan I,
IC Rules used Annual Compensation in determining the pension
benefit, or
C. FORMULA 3 - for participants who retire on or after
January 1, 1989 under Plan I, IC Rules, or Excess B, one-
twelfth of the following:
(1) a. 1.7% of Reduced Average Final
Compensation for each year of Pension Service
up to 30 years, plus
b. 1.3% of Reduced Average Final
Compensation for each year of Pension Service
in excess of 30, less
c. the projected earnings Social
Security offset as defined in Plan I, IC Rules
as of December 31, 1988,
less the amount determined in the following para-
graph (2) a. and b, or (3) a. and b., as applicable.
(2) a. for Participants who retire prior to
attaining age 62 on any type of pension provided
under Plan I, IC Rules or pension equivalent
under Excess B (other than a 55/10 pension or
deferred vested pension), a reduction which equals
one percent (1%) for each year, and prorated
monthly for a partial year, said retirement
precedes age 62, times the amount calculated in
the foregoing paragraph (1), plus
b. any and all applicable reductions and
offsets in accordance with the provisions of
Plan I, IC Rules and/or of Excess B, (i.e.,
actuarial reductions and any other percentage
reduction made in order to create a joint and
survivor annuity).
(3) a. for Participants who retire prior to
attaining age 62 on a 55/10 pension or deferred
vested pension, the Plan I, IC Rules actuarial
reduction to provide for payment prior to age 62,
times the amount calculated in the foregoing
paragraph (1), plus
b. any and all applicable reductions and
offsets in accordance with the provisions of
Plan I, IC Rules and/or Excess B (i.e., actuarial
reductions and any other percentage reduction
made in order to create a joint and survivor
annuity).
D. The pension otherwise payable under Formulae 1,
2 or 3 shall be subject to offsets for payments made from
Other Plans.
2.2 A benefit payable under this Excess Plan to the Surviving
Spouse:
A. of a deceased retiree, shall be 50% of the pension
payable to the retiree on the retiree's date of death,
subject to offset for payments made from Other Plans.
3
B. of an employee who dies while accruing Pension
Service, shall be 50% of the greater of: Formula 1,
Formula 2 or Formula 3 (excluding paragraphs 2.1 C. (2),
as applicable, on the employee's date of death, subject to
the offset for payments made under Other Plans.
C. of an employee who terminates with only rights to a
deferred vested pension, shall be 50% of the greater of
Formula 1, Formula 2 or Formula 3, as applicable, on the date
that the employee's Pension Service is terminated, subject to
the offset of payments made under Other Plans.
2.3 Where the benefits under the Other Plans are not payable
solely in the form of monthly pension benefits over the same
time period, the Retirement Board shall if necessary adjust
the benefits payable under this Excess Plan so that the
Participant or Surviving Spouse is neither advantaged or
disadvantaged for pension purposes.
2.4 Benefits payable to a Participant who retires or to a
Surviving Spouse under this Excess Plan in conjunction with
benefits payable under any specific Other Plans shall commence
concurrently with benefits payable to said Participant or
Surviving Spouse under such Other Plans. Upon the
cessation of payment of benefits to a Participant or
Surviving Spouse under any Other Plans, benefits payable
under this Excess Plan in conjunction with benefits payable
under said Other Plans shall concurrently cease.
2.5 This Excess Plan shall not be construed as conferring
any rights upon any Participant for continuation of employ-
ment with the Company or any Subsidiary, nor shall it
interfere with the rights of the Company or Subsidiary to
terminate the employment of any Participant and/or to take
any personnel action affecting any Participant without
regard to the effect which such action might have upon such
Participant as a prospective recipient of benefits under
this Excess Plan.
2.6 No benefit under this Excess Plan may be assigned,
transferred, pledged or encumbered or be subject in any
manner to alienation or anticipation.
ARTICLE III - CONTRIBUTIONS
3.1 Benefits payable hereunder shall be payable out of
general assets of the Company, and no segregation of assets
for such benefits shall be made. The right of a
Participant or a Surviving Spouse to receive benefits under
this Excess Plan shall be an unsecured claim against said
assets.
ARTICLE IV - ADMINISTRATION OF EXCESS PLAN
4.1 The general administration of this Excess Plan shall
be by the Retirement Board. The Retirement Board has the
discretionary authority to interpret this Excess Plan. The
Retirement Board's resolution of any matter concerning this
Excess Plan shall be final binding upon the Company, any
Participant and/or beneficiary affected hereby.
ARTICLE V - AMENDMENT AND TERMINATION
5.1 This Excess Plan may be amended, suspended or terminated
at any time by the Board of Directors or any other entity
approved by said Board, provided, however, that no amendment,
4
suspension or termination shall reduce or in any manner
adversely affect any Participant's rights with respect to
benefits that are payable or may become payable under
Article II hereof based upon said Participant's Additional
Compensation as of the date of such amendment, suspension
termination.
ARTICLE VI - CONSTRUCTION
16.1 This Excess Plan shall be construed, regulated and
administered under the laws of the Commonwealth of
Pennsylvania.
5