Arconic Inc. Sample Contracts

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT NEIL MARCHUK Grant Date: May 14, 2019 (August 2nd, 2019)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Arconic Inc. – Arconic Reports Second Quarter 2019 Results (August 2nd, 2019)

Revenue of $3.7 billion, up 3% year over year; organic revenue1 up 10% year over year Net loss of $121 million, or $0.27 per share, mainly driven by non-cash asset impairments of $357 million, versus net income of $120 million, or $0.24 per share, in the second quarter 2018 Net income excluding special items of $269 million, or $0.58 per share, versus $185 million, or $0.37 per share, in the second quarter 2018 Operating loss of $81 million, versus operating income of $324 million in the second quarter 2018 Operating income excluding special items of $484 million, up 27% year over year Operating income margin excluding special items up 240 basis points year over year Cash balance of $1.4 billion, improved $38 million sequentially

Arconic Inc. – ARCONIC INC. EXECUTIVE SEVERANCE PLAN (May 17th, 2019)

The Company hereby amends and restates, effective as of May 14, 2019, the Arconic Inc. Executive Severance Plan (this “Plan”), which was originally adopted on February 27, 2017. All capitalized terms used and not otherwise defined herein are defined in Section 1 hereof.

Arconic Inc. – 2013 Arconic Stock Incentive Plan, as Amended and Restated (May 17th, 2019)
Arconic Inc. – ARCONIC INC. CHANGE IN CONTROL SEVERANCE PLAN (May 17th, 2019)

The Company hereby amends and restates, effective as of May 14, 2019, the Arconic Inc. Change in Control Severance Plan (this “Plan”), which was originally adopted on January 11, 2002 (the “Effective Date”), subsequently amended on January 1, 2010, subsequently amended and restated on February 27, 2017, and subsequently amended and restated on February 1, 2018. All capitalized terms used and not otherwise defined herein are defined in Section 1 hereof.

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Grant Date: March 15, 2019 (May 1st, 2019)

The terms and conditions of this Global Restricted Share Unit Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Grant Date: March 15, 2019 (May 1st, 2019)

The terms and conditions of this Global Restricted Share Unit Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT PAUL MYRON Grant Date: February 28, 2019 (May 1st, 2019)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Arconic Inc. – Arconic390 Park AvenueNew York, NY 10022 (May 1st, 2019)
Arconic Inc. – Arconic Reports First Quarter 2019 Results (April 30th, 2019)

Revenue of $3.5 billion, up 3% year over year; organic revenue1 up 9% year over year Net income of $187 million, or $0.39 per share, versus net income of $143 million, or $0.29 per share, in the first quarter 2018 Net income excluding special items of $208 million, or $0.43 per share, versus $169 million, or $0.34 per share, in the first quarter 2018 Operating income of $374 million, up 12% year over year Operating income excluding special items of $397 million, up 15% year over year Operating income margin excluding special items up 120 basis points year over year

Arconic Inc. – SEPARATION AGREEMENT (March 18th, 2019)

This Separation Agreement (this “Agreement”), dated as of March 14, 2019, is entered into between Arconic Inc. (the “Company”) and Charles P. Blankenship (the “Executive”) (the Company and the Executive together, the “Parties”).

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT KEN GIACOBBE Grant Date: February 12, 2019 (February 21st, 2019)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Arconic Inc. – ARCONIC INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective February 6, 2019 (February 21st, 2019)
Arconic Inc. – ARCONIC INC. CHIEF EXECUTIVE OFFICER INITIAL EQUITY AWARD Grant Date: February 15, 2019 (February 15th, 2019)

This Restricted Share Unit Award represents a grant of Restricted Share Units relating to 1,000,000 shares of common stock of the Company, par value $1. The terms and conditions of this Restricted Share Unit Award Agreement, as set forth in this agreement between the Company and John C. Plant (the “Participant”, and this agreement, the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is not granted pursuant to the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”), but shall be subject to the terms of the Plan, other than Sections 4(a), 9(b)(ii), and Section 13, as if granted thereunder and such terms shall be deemed incorporated herein. Capitalized terms used but not defined in the Award Agreement shall have the meaning given to such terms in the Plan. Reference is made to the employment letter agreement dated as of February 13, 20

Arconic Inc. – ARCONIC INC. CHIEF OPERATING OFFICER INITIAL EQUITY AWARD Grant Date: February 15, 2019 (February 15th, 2019)

This Restricted Share Unit Award represents a grant of Restricted Share Units relating to 385,000 shares of common stock of the Company, par value $1. The terms and conditions of this Restricted Share Unit Award Agreement, as set forth in this agreement between the Company and Elmer L. Doty (the “Participant”, and this agreement, the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is not granted pursuant to the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”), but shall be subject to the terms of the Plan, other than Sections 4(a), 9(b)(ii), and Section 13, as if granted thereunder and such terms shall be deemed incorporated herein. Capitalized terms used but not defined in the Award Agreement shall have the meaning given to such terms in the Plan. Reference is made to the employment letter agreement dated as of February 15, 2019

Arconic Inc. – Arconic Reports Fourth Quarter 2018 and Full Year 2018 Results; Announces Update to Strategy and Portfolio Review (February 8th, 2019)

Revenue of $3.5 billion, up 6% year over year; organic revenue1 up 10% year over year Net income of $218 million, or $0.44 per share, versus net loss of $727 million, or $1.51 per share, in 4Q 2017 Net income excluding special items of $162 million, or $0.33 per share, versus $152 million, or $0.31 per share, in 4Q 2017 In the fourth quarter, cash provided from operations of $426 million, cash used for financing activities of $40 million, and cash provided from investing activities of $354 million Adjusted Free Cash Flow in the fourth quarter was $478 million

Arconic Inc. – ARCONIC INC. TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS NON-EXECUTIVE CHAIRMAN DIRECTOR AWARD Effective October 23, 2018 (November 1st, 2018)

These terms and conditions, including any Appendices attached hereto for non-U.S. directors (jointly, the "Award Terms"), are authorized by the Board of Directors (the "Board"). They are deemed to be incorporated into and form a part of the Award of Restricted Share Units issued to the Non-Executive Chairman of the Board ("Chairman") on October 23, 2018. The Restricted Share Units are granted under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the "Plan").

Arconic Inc. – Arconic Reports Third Quarter 2018 Results (October 30th, 2018)

Net income of $161 million, or $0.32 per share, versus net income of $119 million, or $0.22 per share, in the third quarter of 2017 Net income excluding special items of $160 million, or $0.32 per share, versus $132 million, or $0.25 per share, in the third quarter of 2017 Operating income of $345 million, up 11% year over year Operating income excluding special items of $348 million, up 4% year over year In the third quarter, cash provided from operations of $51 million, cash used for financing activities of $32 million, and cash provided from investing activities of $65 million Adjusted Free Cash Flow in the third quarter was $115 million Net pension and OPEB liability reduction of $519 million for January 1 through September 30

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Grant Date: [ ] (August 2nd, 2018)

The terms and conditions of this Global Restricted Share Unit Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT KATE RAMUNDO Grant Date: May 16, 2018 (August 2nd, 2018)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Arconic Inc. – ARCONIC INC. SPECIAL RETENTION AWARD AGREEMENT PAUL MYRON Grant Date: May 16, 2018 (August 2nd, 2018)

The terms and conditions of this Global Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Grant Date: [ ] (August 2nd, 2018)

The terms and conditions of this Global Stock Option Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Stock Option award is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.

Arconic Inc. – Arconic Reports Second Quarter 2018 Results (July 31st, 2018)

Revenue of $3.6 billion, up 10% year over year; organic revenue1 up 5% year over year Net income of $120 million, or $0.24 per share, versus net income of $212 million, or $0.43 per share, in the second quarter of 2017 Net income excluding special items of $185 million, or $0.37 per share, versus $165 million, or $0.32 per share, in the second quarter of 2017 Operating income of $324 million, up 1% year over year Operating income excluding special items of $381 million, down 2% year over year In the second quarters of 2018 and 2017: cash provided from operations of $176 million and $79 million, respectively; cash used for financing activities of $35 million and $912 million, respectively; and cash provided from investing activities of $117 million and $69 million, respectivel

Arconic Inc. – AMENDMENT NO. 2 TO CREDIT AGREEMENT (July 2nd, 2018)

AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of July 25June 29, 20148 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOAARCONIC INC., a Delaware corporation (successor by merger to Arconic Inc., a Pennsylvania corporation that was formerly known as Alcoa Inc. (“Alcoa”), “Arconic”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I), the Issuers, CITIBANK, N.A., as Administrative Agent for the Lenders and Issuers, and JPMORGAN CHASE BANK, N.A., as Syndication Agent.

Arconic Inc. – 2013 Arconic Stock Incentive Plan, as Amended and Restated (May 22nd, 2018)
Arconic Inc. – ARCONIC INC. TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS ANNUAL DIRECTOR AWARDS Effective December 5, 2017 (May 1st, 2018)

These terms and conditions, including any Appendices attached hereto for non-U.S. directors (jointly, the "Award Terms"), are authorized by the Board of Directors. They are deemed to be incorporated into and form a part of every Award of Restricted Share Units issued as an annual equity award to a Director on or after December 5, 2017 under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the "Plan").

Arconic Inc. – ARCONIC INC. LEGAL FEE REIMBURSEMENT PLAN (May 1st, 2018)

Arconic Inc. (the “Company”) hereby adopts, effective as of April 30, 2018, the Arconic Inc. Legal Fee Reimbursement Plan (this “Plan”). All capitalized terms used and not otherwise defined herein are defined in Section 1 hereof.

Arconic Inc. – Arconic Reports First Quarter 2018 Results (April 30th, 2018)

Revenue of $3.4 billion, up 8% year over year; organic revenue1 up 4% year over year Net income of $143 million, or $0.29 per share, versus net income of $322 million, or $0.65 per share, in the first quarter of 2017 Net income excluding special items of $169 million, or $0.34 per share, versus $169 million, or $0.33 per share, in the first quarter of 2017 Operating income of $333 million, up 18% year over year Operating income excluding special items of $345 million, down 12% year over year

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT CHIEF EXECUTIVE OFFICER INITIAL EQUITY AWARD (February 26th, 2018)

The terms and conditions of this Restricted Share Unit Award Agreement, as set forth in this agreement (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is granted to the Participant under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.

Arconic Inc. – ARCONIC INC. 2013 ARCONIC STOCK INCENTIVE PLAN TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS INTERIM CEO AWARD (February 26th, 2018)

These terms and conditions, including Appendices A and B attached hereto, (the “Award Terms”) are authorized by the Compensation and Benefits Committee of the Board of Directors. They are deemed to be incorporated into and form a part of the Award of Restricted Share Units issued to the Interim Chief Executive Officer ("Interim CEO") on October 23, 2017 under the 2013 Arconic Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the "Plan").

Arconic Inc. – FIRST AMENDMENT TO ARCONIC SUPPLEMENTAL PENSION PLAN FOR SENIOR EXECUTIVES (as amended and restated August 1, 2016) (February 26th, 2018)

Pursuant to Section 5.1 of the Arconic Supplemental Pension Plan for Senior Executives (“Plan”), the Plan is amended effective January 1, 2018, as follows:

Arconic Inc. – SECOND AMENDMENT TO ARCONIC EMPLOYEES’ EXCESS BENEFITS PLAN C (as amended and restated effective August 1, 2016) (February 26th, 2018)

Pursuant to Section 5.1 of the Arconic Employees’ Excess Benefits Plan C (“Plan”), the Plan is amended effective January 1, 2018, as follows:

Arconic Inc. – FIRST AMENDMENT TO THE RTI INTERNATIONAL METALS, INC. 2014 STOCK AND INCENTIVE PLAN, AS AMENDED AND ASSUMED BY ARCONIC INC. (February 26th, 2018)

This First Amendment (this “Amendment”) to the RTI International Metals, Inc. 2014 Stock and Incentive Plan, as amended and assumed by Arconic Inc. (the “2014 RTI Plan”) (all capitalized terms not defined herein shall have the meanings ascribed to them in the 2014 RTI Plan) is adopted as of January 19, 2018 by the Board of Directors of Arconic Inc. (the “Company”).

Arconic Inc. – SECOND AMENDMENT TO ARCONIC SUPPLEMENTAL PENSION PLAN FOR SENIOR EXECUTIVES (as amended and restated August 1, 2016) (February 26th, 2018)

Pursuant to Section 5.1 of the Arconic Supplemental Pension Plan for Senior Executives (“Plan”), the Plan is amended effective January 1, 2018, as follows:

Arconic Inc. – FIRST AMENDMENT TO THE ARCONIC DEFERRED COMPENSATION PLAN (previously known as the Alcoa Deferred Compensation Plan) (as amended and restated August 1, 2016) (February 26th, 2018)

Pursuant to Section 10.1 of the Arconic Deferred Compensation Plan (“Plan”), which provides that the Plan may be amended by action of the Board or Benefits Management Committee, the Plan is amended effective January 1, 2018, as follows: