EXHIBIT 10(q)
ALCOA SUPPLEMENTAL PENSION PLAN FOR SENIOR EXECUTIVES
Pursuant to due authorization by the Compensation Committee
of the Board of Directors, Aluminum Company of America has
adopted the following Alcoa Supplemental Pension Plan for Senior
Executives for the exclusive benefit of select management and
highly compensated employees (1) whose Pension Service terminates
on or after January 1, 1999, (2) who are participants in the IC
Rules adopted under the Employees' Retirement Plan of Aluminum
Company of America, Plan I and/or in Employees' Excess Benefits
Plan B of Aluminum Company of America, (3) who meet the
requirements for participation hereunder, and (4) whose monthly
retirement benefits under other benefit plans are less than the
monthly retirement benefits calculated under this Plan.
ARTICLE I - DEFINITIONS
1.1 The following terms have the specified meanings.
A. "Annual Compensation" means the total payments which
includes 100% of Performance Pay and Incentive Compensation
Awards, made by the Company, and by any Subsidiaries or
affiliates of Alcoa, for any period of Pension Service, for
services rendered as a salaried employee, except as otherwise
provided by contractual agreement. Annual Compensation does not
include living and similar allowances, premium pay, and payments
made for specific purposes as determined under supplemental rules
adopted by Alcoa. Annual Compensation includes any amounts by
which the Participant has elected to reduce his or her salary
under the Alcoa Savings Plan, and also includes amounts deferred
under any non-qualified deferred compensation arrangement that
would otherwise meet the definition of Annual Compensation.
B. "Average Final Compensation" means the average Annual
Compensation received during the five highest paid calendar years
out of the ten calendar years (including the calendar year in
which such compensation was discontinued if this would increase
Average Final Compensation), immediately preceding the
Participant's termination of Pension Service by virtue of
employment termination, retirement or death.
C. "Board of Directors" means the Board of Directors of
the Company.
D. "Company" means Aluminum Company of America.
E. "Compensation Committee" means the Committee created by
the Board of Directors.
F. "Excess Plan B" means the Employees' Excess Benefits
Plan B of Aluminum Company of America as now in effect and as
from time to time amended hereafter.
G. "IC Rules" means the IC Rules adopted under Employees'
Retirement Plan of Aluminum Company of America, Plan I as now in
effect and as from time to time amended hereafter.
H. "Other Plan or Plans" means the IC Rules, any other
defined benefit retirement plan of the Company or any Subsidiary,
Employees' Excess Benefits Plan A of the Company, Excess Plan B,
and Employees' Benefits Plan C.
I. "Participant" means any employee (1) whose Pension
Service terminates on or after January 1, 1999, (2) who is a
participant in the IC Rules or Excess Plan B, and (3) who has a
job grade of 27 or higher, as determined by the Company.
J. "Pension Benefits" means any and all retirement
benefits provided under the Other Plan or Plans, excluding the
Special Retirement Pension or Supplemental Pension provided under
the IC Rules or the equivalent thereof provided under Excess Plan
B.
K. "Pension Service" means the service used to calculate
the Participant's monthly retirement benefit under the Other Plan
or Plans.
L. "Plan" means the Alcoa Supplemental Pension Plan for
Senior Executives adopted by the Company as described herein or
from time to time amended hereafter.
M. "Plan Benefits" means the monthly benefits payable
under this Plan at such time as the Participant's monthly Pension
Benefits, are determinable under the Other Plan or Plans.
Subject to Section 2.1, the Plan Benefits are calculated in the
following manner:
(1) On and after Age 62:
(a) 1.1% of Average Final Compensation times each
year of Pension Service up to the Social Security
"Covered Compensation" amount as defined in the IC
Rules, plus
(b) 1.475% of Average Final Compensation in
excess of Covered Compensation for each year of Pension
Service.
(2) Before Age 62:
(a) 1.475% of Average Final Compensation for each
year of Pension Service, reduced by
(b) For Participants who retire prior to
attaining age 62 on any type of pension provided under
the Other Plan or Plans (other than a 55/10 pension
under the IC Rules, or 55/10 pension equivalent under
Excess Plan B), the Plan Benefits calculated as
described in 2(a) above is reduced by 1% for each year,
prorated monthly for a partial year, their retirement
precedes age 62.
(3) The Plan Benefits calculated in paragraphs (1) or
(2) above are reduced by any and all applicable reductions
and offsets in accordance with the provisions of the Other
Plan or Plans, (i.e., actuarial reductions and any other
percentage reduction made in order to create a joint and
survivor annuity, offsets for social security benefits,
offsets for other pensions, etc.)
(4) The Plan Benefits for the Participant's Surviving
Spouse equals 50% of the Participant's Plan Benefits,
determined in accordance with the Surviving Spouse Pension
provision in the Other Plan or Plans. If the Participant's
death occurs prior to his or her attainment of age 62, the
Participant's Plan Benefits, for the purpose of determining
the Plan Benefits for the Surviving Spouse, are not be
subject to the foregoing paragraph (2)(b).
N. "Subsidiary" means a corporation at least 50% of whose
outstanding voting stock is owned or controlled by the Company
and/or one or more other Subsidiaries, and any noncorporate
business entity in which the Company and/or one or more other
Subsidiaries have at least a 50% interest in capital or profits.
O. "Surviving Spouse" means a deceased Participant's
spouse who is entitled to receive surviving spouse benefits under
the Other Plan or Plans.
ARTICLE II - BENEFITS
2.1 The Plan Benefits payable under this Plan for any month
are the excess, if any, of (1) the Plan Benefits calculated for
the month for the Participant or Surviving Spouse over (2) the
aggregate amount of Pension Benefits in pay status and payable
for the month to the Participant or Surviving Spouse under the
Other Plan or Plans.
Where the Pension Benefits under the Other Plan or Plans are
not payable solely in the form of monthly Pension Benefits over
the same time periods (for example, where a benefit is payable in
a lump sum) the benefits payable under this Plan are adjusted so
that the Participant or Surviving Spouse is neither advantaged
nor disadvantaged for pension purposes.
2.2 Benefits are payable to a Participant or Surviving
Spouse under this Plan only in conjunction with monthly Pension
Benefits, payable under the Other Plan or Plans and will commence
concurrently with monthly Pension Benefits payable to the
Participant or Surviving Spouse under the Other Plan or Plans.
Upon the cessation of payment of monthly Pension Benefits to a
Participant or Surviving Spouse under the Other Plan or Plans,
benefits payable under this Plan will concurrently cease.
2.3 This Plan is not to be construed as conferring any
rights upon any Participant for continuation of employment with
the Company or any Subsidiary, nor will it interfere with the
rights of the Company or any 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 or Surviving Spouse as a
prospective recipient of benefits under this Plan.
2.4 No benefit under this 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 are payable out of the
general assets of the Company, no segregation of assets for such
benefits will be made, and the right of a Participant, Surviving
Spouse and/or beneficiary to receive benefits under this Plan is
that of an unsecured claim against those assets, except as the
Company in its sole discretion otherwise provides.
ARTICLE IV - ADMINISTRATION OF EXCESS PLAN
4.1 The general administration of this Plan is by the
Compensation Committee, which has the discretionary authority to
make all decisions regarding this Plan. The resolution of any
matter concerning this Plan is final and binding upon the Company
and any Participant, Surviving Spouse and/or beneficiary affected
thereby.
ARTICLE V - AMENDMENT AND TERMINATION
5.1 This Plan may be amended, suspended or terminated at
any time by the Board of Directors or any other entity approved
by the board, provided, however, that no such amendment,
suspension or termination will 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 as of the date of
such amendment, suspension or termination. This Plan may also be
amended, from time to time by the Board of Directors' Inside
Director Committee, except for amendments which have more than a
minimal effect upon the Company's cost of providing benefits for
Company employees at the officer level.
ARTICLE VI - CONSTRUCTION
6.1 This Plan is construed, regulated and administered
under the laws (except the law of conflicts) of the Commonwealth
of Pennsylvania except as modified by any applicable law.