Exhibit 2.1

EXECUTION VERSION

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

ALCOA INC.

AND

ALCOA UPSTREAM CORPORATION

DATED AS OF OCTOBER 31, 2016

TABLE OF CONTENTS

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2016 (this “ Agreement ”), is by and between Alcoa Inc., a Pennsylvania corporation (“ Parent ”), and Alcoa Upstream Corporation, a Delaware corporation (“ UpstreamCo ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I .

R E C I T A L S

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that will operate the UpstreamCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the UpstreamCo Business from the Parent Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of eighty and one tenth of a percent (80.1%) of the outstanding UpstreamCo Shares owned by Parent (the “ Distribution ”);

WHEREAS, Parent plans to dispose of the UpstreamCo Shares that it retains following the Distribution, which may include dispositions through one or more exchanges for debt or equity or a sale of shares for cash;

WHEREAS, UpstreamCo has been incorporated solely for these purposes and has not engaged in activities except in preparation for the Separation and the Distribution;

WHEREAS, for U.S. federal income tax purposes, the contribution by Parent of the UpstreamCo Assets and the UpstreamCo Liabilities to UpstreamCo in exchange for (i) the actual or deemed issuance by UpstreamCo to Parent of UpstreamCo Shares and (ii) the UpstreamCo Cash Payment (the “ Contribution ”) and the Distribution (and the Debt-for-Equity Exchange, if any), taken together, are intended to qualify as a transaction that is generally tax-free under Section 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, for U.S. federal income tax purposes, this Agreement (including the Separation Step Plan attached hereto as Schedule 2.1(a)) is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Section 1.368-1(c);

WHEREAS, UpstreamCo and Parent have prepared, and UpstreamCo has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth disclosure concerning UpstreamCo, the Separation and the Distribution;

WHEREAS, each of Parent and UpstreamCo has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of Parent, UpstreamCo and the members of their respective Groups following the Distribution; and

WHEREAS, the Parties acknowledge that this Agreement and the Ancillary Agreements represent the integrated agreement of Parent and UpstreamCo relating to the Separation and the Distribution, are being entered into together, and would not have been entered independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “ control ” (including, with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the UpstreamCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the UpstreamCo Group.

“ Agent ” shall mean the trust company or bank duly appointed by Parent to act as distribution agent, transfer agent and registrar for the UpstreamCo Shares in connection with the Distribution.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Alcoa Name and Alcoa Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “Alcoa,” or any other word or element listed on Schedule 1.1 (in block letters or otherwise), either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

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“ Annual Amount ” shall mean, for each calendar year, the amount calculated pursuant to Schedule 2.6(e) for that year.

“ Ancillary Agreements ” shall mean all agreements (other than this Agreement) entered into by the Parties or members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by this Agreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreements, the Metal Supply Agreement, the Leases, the Registration Rights Agreement, the Tolling Agreement, the Spare Parts Loan Agreement and the Transfer Documents.

“ Approvals or Notifications ” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“ Arbitration Request ” shall have the meaning set forth in Section 7.3(a) .

“ Assets ” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“ Bohai ” shall have the meaning set forth in Section 5.7(c)(ii) .

“ Change of Control ” with respect to a Person shall mean any occurrence resulting in (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities entitled to vote in the election of members of the board of directors or similar governing body of such Person having 50% or more of the then-outstanding voting power of such Person; (ii) such Person becoming a party to a merger, consolidation, share exchange, reorganization, sale of assets or other similar extraordinary transaction, or a proxy contest, in each case as a consequence of which members of the board of directors or similar governing body of such Person in office immediately prior to such transaction or event constitute less than a majority of such board or other body thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors or similar governing body of such Person (including for this purpose any new director or similar person whose election or nomination for election was approved by a vote of at least two-thirds of the directors or similar persons then still in office who served in such capacities at the beginning of such period, other than those such directors or similar persons appointed, or nominated for election, in connection with an actual or threatened proxy contest or other non-consensual attempt to influence or modify such board or other body) ceasing for any reason to constitute at least a majority of such board or other body.

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“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Combined Tail D&O Program ” shall have the meaning set forth in Section 5.1(a) .

“ Combined Tail Employment Practices Program ” shall have the meaning set forth in Section 5.1(c) .

“ Combined Tail Fiduciary Program ” shall have the meaning set forth in Section 5.1(b) .

“ Contribution ” shall have the meaning set forth in the Recitals.

“ CPR ” shall have the meaning set forth in Section 7.2 .

“ Debt-for-Equity Exchange ” has the meaning set forth in the Tax Matters Agreement.

“ Delayed Parent Asset ” shall have the meaning set forth in Section 2.4(h) .

“ Delayed Parent Liability ” shall have the meaning set forth in Section 2.4(h) .

“ Delayed UpstreamCo Asset ” shall have the meaning set forth in Section 2.4(c) .

“ Delayed UpstreamCo Liability ” shall have the meaning set forth in Section 2.4(c) .

“ Disclosure Document ” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation or the Distribution or the UpstreamCo Group or primarily relates to the transactions contemplated hereby.

“ Dispute ” shall have the meaning set forth in Section 7.1 .

“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“ Distribution Ratio ” shall have the meaning set forth in Section 3.4(b) .

“ Effective Time ” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“ Environmental Law ” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“ Environmental Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials (except for Third-Party Claims alleging personal injury out of exposure to asbestos and/or asbestos-containing materials), Environmental Law or contract or agreement relating to health and safety matters (but solely with respect to exposure to, or Releases of, Hazardous Materials) or environmental matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, post-closure monitoring, operation and maintenance, regulatory Liabilities, natural resources damages, , personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) (including the Parent Environmental Liabilities, the Shared Environmental Liabilities and the UpstreamCo Environmental Liabilities) and all costs and expenses, interest, fines, penalties, financial guarantees or other monetary sanctions in connection therewith.

“ Environmental Permit ” shall mean any Permit relating to Environmental Laws or Hazardous Materials.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure .

“ Form 10 ” shall mean the registration statement on Form 10 filed by UpstreamCo with the SEC to effect the registration of UpstreamCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

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“ Fusina Lease and Operations Agreement ” shall mean the Fusina Operations Agreement entered into by and between a subsidiary of Parent and a subsidiary of UpstreamCo in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Governmental Approvals ” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof, including the NYSE and any similar self-regulatory body under applicable securities Laws.

“ Group ” shall mean either the UpstreamCo Group or the Parent Group, as the context requires.

“ Hazardous Materials ” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ Indemnifying Party ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnitee ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnity Payment ” shall have the meaning set forth in Section 4.4(a) .

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data; provided that “Information” shall not include Registrable IP.

“ Information Statement ” shall mean the information statement to be sent to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

“ Initial Notice ” shall have the meaning set forth in Section 7.1 .

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“ Insurance Policies ” shall mean insurance policies and insurance contracts of any kind, including primary, excess and umbrella policies, comprehensive general liability policies, directors and officers liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation, employers’ liability, employment practices liability, cyber liability, crime, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

“ Insurance Proceeds ” shall mean those monies:

(a)    received by an insured from an insurance carrier; or

(b)    paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof; provided , however , that with respect to a captive insurance arrangement, Insurance Proceeds shall only include amounts received by the captive insurer in respect of any reinsurance arrangement.

“ Intellectual Property ” shall mean all of the following whether arising under the Laws of the United States or of any foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon), utility models, industrial design registrations and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, accounts with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, and (f) any other intellectual property rights, in each case other than Software.

“ Intellectual Property Agreements ” shall mean (a) the UpstreamCo to Parent Patent, Know-How, and Trade Secret License Agreement, (b) the Parent to UpstreamCo Patent, Know-How, and Trade Secret License Agreement, and (c) the UpstreamCo to Parent Trademark License Agreement, in each case to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution, and the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“ Know-How ” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Leases ” shall mean the Fusina Lease and Operations Agreement, the Massena Lease and Operations Agreement, and the other leasing or subleasing agreements to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, including the agreements in respect of the Pittsburgh offices and Alcoa Technical Center.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Linked ” shall have the meaning set forth in Section 2.9(a) .

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Massena Lease and Operations Agreement ” shall mean the Massena Operations Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Mediation Request ” shall have the meaning set forth in Section 7.2 .

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“ Metal Supply Agreement ” shall mean the Master Agreement for the Supply of Primary Aluminum to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ MRC ” shall have the meaning set forth in Section 5.7(b)(i) .

“ Non-Performing Party ” shall have the meaning set forth in Section 4.11(a)(i) .

“ NYSE ” shall mean the New York Stock Exchange.

“ Other IP ” shall mean all Intellectual Property, other than Registrable IP, that is owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time.

“ Parent ” shall have the meaning set forth in the Preamble.

“ Parent Accounts ” shall have the meaning set forth in Section 2.9(a) .

“ Parent Assets ” shall have the meaning set forth in Section 2.2(b) .

“ Parent Board ” shall have the meaning set forth in the Recitals.

“ Parent Business ” shall mean (a) the multi-material, multi-process, fabricated aluminum plate, sheet and specialty foil; titanium and super alloy investment casting, aluminum semi-finished and finished castings; fasteners; titanium mill products; advanced manufacturing (additive manufacturing and powdered metals); engineering services, machining and forming; medical products; rings and forgings; hard alloy extrusions; architectural systems for building facades, walls, store fronts and windows; armor; forged and cast aluminum wheels businesses, operations, related processes and activities, and any other businesses not included in the UpstreamCo Business, including the Global Rolled Products (other than Warrick operations, the non-aseptic North American Packaging Business, and the Ma’aden investment), Engineered Products and Solutions and Transportation and Construction Solutions segments of Parent, in each case as conducted at any time prior to the Effective Time by either Party or any current or former member of its Group and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the businesses, operations or activities described in clause (a) as then conducted, including those set forth on Schedule 1.2 , excluding, in the case of each of clauses (a) and (b), the business, operations and activities primarily related to the UpstreamCo Assets.

“ Parent Environmental Liabilities ” shall mean the Liabilities set forth on Schedule 1.3 and all Environmental Liabilities of any member of the Parent Group other than those relating to, arising out of or resulting from the UpstreamCo Business or that are otherwise allocated to a member of the UpstreamCo Group pursuant to this Agreement.

“ Parent Group ” shall mean Parent and each Person that is a Subsidiary of Parent (other than UpstreamCo and any other member of the UpstreamCo Group).

“ Parent Indemnitees ” shall have the meaning set forth in Section 4.2 .

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“ Parent Liabilities ” shall have the meaning set forth in Section 2.3(b) .

“ Parent Policies ” shall mean those Insurance Policies in effect at any time prior to the Effective Time, where the first or primary named insured is or was a member of the Parent Group. A partial listing of such policies, not intended to be comprehensive and for illustration only, is set forth on Schedule 5(a) .

“ Parent Shares ” shall mean the shares of common stock, par value $1.00 per share, of Parent.

“ Parties ” shall mean the parties to this Agreement.

“ Performing Party ” shall have the meaning set forth in Section 4.11(a)(i) .

“ Permits ” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ PRC ” shall have the meaning set forth in Section 5.7(c)(ii) .

“ Prime Rate ” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” at  www.bloomberg.com/markets/rates-bonds/key-rates/ or on a Bloomberg terminal at PRIMBB Index.

“ Privileged Information ” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“ Record Date ” shall mean the close of business on the date to be determined by the Parent Board as the record date for determining holders of Parent Shares entitled to receive UpstreamCo Shares in the Distribution.

“ Record Holders ” shall mean the holders of record of Parent Shares as of the Record Date.

“ Registrable IP ” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

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“ Registration Rights Agreement ” shall mean the Stockholder and Registration Rights Agreement to be entered into by and between Parent and UpstreamCo in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“ Remediation Work ” shall mean all actions required to (i) clean up, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment, (ii) prevent the Release of Hazardous Materials (including by way of vapor intrusion) so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations and post-remedial monitoring and care or (iv) respond to requests of any Governmental Authority for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“ Self-Insurance ” shall mean deductibles, retrospective premiums, self-insured retentions or other forms of self-insurance, including related fees and expenses.

“ Separation ” shall have the meaning set forth in the Recitals.

“ Separation Step Plan ” shall have the meaning set forth in Section 2.1(a) .

“ Settlement ” shall have the meaning set forth in Section 2.13(b) .

“ Shared Contract ” shall have the meaning set forth in Section 2.8(a) .

“ Shared Environmental Liabilities ” shall mean the Liabilities set forth on Schedule 1.5 and any other Environmental Liabilities not known to the Parties prior to the Effective Time and arising out of both UpstreamCo Business operations and Parent Business operations.

“ Spare Parts Loan Agreement ” shall mean the Spare Parts Loan Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“ Specified Guarantee Coverage ” shall mean insurance coverage, or other mutually agreed financial protection (i) from a third-party insurance provider or other Person, (ii) to insure or otherwise provide such mutually agreed financial protection in respect of UpstreamCo’s obligation to indemnify the Parent Group against UpstreamCo Liabilities arising under or in connection with any Specified Guarantees, (iii) for the maximum exposure amount which could be payable under each of the Specified Guarantees during a 12-month period; and (iv) having a coverage period of 15 months or less.

“ Specified Guarantees ” shall have the meaning set forth in Section 2.6(c)(iii) .

“ Software ” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has voting power, either directly or indirectly, to elect a majority of the board of directors or similar governing body.

“ Tangible Information ” shall mean information that is contained in written, electronic or other tangible forms.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Tax Return ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tennessee ” shall have the meaning set forth in Section 5.7(b)(i) .

“ Third Party ” shall mean any Person other than the Parties and any members of their respective Groups.

“ Third-Party Claim ” shall have the meaning set forth in Section 4.5(a) .

“ Tolling Agreement ” shall mean the Toll Processing and Services Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“ Transfer Documents ” shall have the meaning set forth in Section 2.1(b) .

“ Transferred Entities ” shall mean the entities set forth on Schedule 1.6 .

“ Transition Committee ” shall have the meaning set forth in Section 2.13 .

“ Transition Period ” shall have the meaning set forth in Section 8.2 .

“ Transition Services Agreement ” shall mean the Transition Services Agreement to be entered into by and between Parent and UpstreamCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Unreleased Parent Liability ” shall have the meaning set forth in Section 2.5(b)(ii) .

“ Unreleased UpstreamCo Liability ” shall have the meaning set forth in Section 2.5(a)(ii) .

“ UpstreamCo ” shall have the meaning set forth in the Preamble.

“ UpstreamCo Accounts ” shall have the meaning set forth in Section 2.9(a) .

“ UpstreamCo Assets ” shall have the meaning set forth in Section 2.2(a) .

“ UpstreamCo Balance Sheet ” shall mean the pro forma condensed combined balance sheet of UpstreamCo, including any notes and subledgers thereto, as of June 30, 2016, as presented in the Information Statement mailed to the Record Holders.

“ UpstreamCo Business ” shall mean (a) the bauxite and gold mining; alumina refining; aluminum smelting; aluminum casting; energy; alumina-based ceramic products (including substrates for electronics); alumina-based chemicals; aluminum atomized powder; magnesium; and maritime shipping businesses, operations and activities, including the Global Primary Products segment of Parent, (b) the activities and rolling business of the Ma’aden operations in Saudi Arabia and Warrick operations in the United States (including the non-aseptic North American packaging business, but excluding the automotive and aerospace rolling business), each of (a) and (b) as conducted at any time prior to the Effective Time by either Party or any current or former member of its Group, and (c) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the businesses, operations or activities described in clause (a) as then conducted, including those set forth on Schedule 1.7 , excluding, in the case of each of clauses (a), (b) and (c), the business, operations and activities primarily related to the Parent Assets.

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“ UpstreamCo Bylaws ” shall mean the Amended and Restated Bylaws of UpstreamCo, substantially in the form of Exhibit B .

“ UpstreamCo Certificate of Incorporation ” shall mean the Amended and Restated Certificate of Incorporation of UpstreamCo, substantially in the form of Exhibit A .

“ UpstreamCo Contracts ” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that UpstreamCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute UpstreamCo Software or UpstreamCo Know-How:

(a)    any vendor contracts or agreements with a Third Party pursuant to which such Third Party provides information technology, human resources or financial services to either Party or any member of its Group primarily in connection with the UpstreamCo Business as of the Effective Time;

(b)    other than any vendor contracts or agreements addressed in clause (a) above to the extent that they shall constitute an UpstreamCo Contract, (i) any customer, distribution, supply or vendor contract or agreement entered into prior to the Effective Time exclusively related to the UpstreamCo Business and (ii) with respect to any customer, distribution, supply or vendor contract or agreement entered into prior to the Effective Time that relates to the UpstreamCo Business but is not exclusively related to the UpstreamCo Business, that portion of any such customer, distribution, supply or vendor contract or agreement that relates to the UpstreamCo Business;

(c)    other than any vendor contracts or agreements addressed in clauses (a) and (b) above to the extent that they shall constitute an UpstreamCo Contract, (i) any license agreement entered into prior to the Effective Time exclusively related to the UpstreamCo Business and (ii) with respect to any license agreement entered into prior to the Effective Time that relates to the UpstreamCo Business but is not exclusively related to the UpstreamCo Business, that portion of any such license agreement that relates to the UpstreamCo Business;

(d)    any contract that is, or portion of any contract containing, any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group in respect of any other UpstreamCo Contract, any UpstreamCo Liability or the UpstreamCo Business;

(e)    any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreements with any UpstreamCo Group Employee (as defined in the Employee Matters Agreement) or consultants of the UpstreamCo Group that are in effect as of the Effective Time;

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(f)    any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to UpstreamCo or any member of the UpstreamCo Group;

(g)    any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements related exclusively to the UpstreamCo Business or entered into by or on behalf of any division, business unit or member of the UpstreamCo Group, including those set forth on Schedule 1.8 ;

(h)     any credit or other financing agreement entered into by UpstreamCo and/or any member of the UpstreamCo Group in connection with the Separation;

(i)     any other contract or agreement exclusively related to the UpstreamCo Business or UpstreamCo Assets; and

(j)    any contracts, agreements or settlements listed on Schedule 1.9 , including the right to recover any amounts under such contracts, agreements or settlements.

“ UpstreamCo Designees ” shall mean any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by UpstreamCo that will be members of the UpstreamCo Group as of immediately prior to the Effective Time.

“ UpstreamCo Environmental Liabilities ” shall mean the Liabilities set forth on Schedule 1.10 and all Environmental Liabilities relating to, arising out of or resulting from the UpstreamCo Business or that are otherwise allocated to a member of the UpstreamCo Group pursuant to this Agreement.

“ UpstreamCo Financing Arrangements ” shall have the meaning set forth in Section 2.14(a) .

“ UpstreamCo Group ” shall mean (a) prior to the Effective Time, UpstreamCo and each Person that will be a Subsidiary of UpstreamCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of UpstreamCo; and (b) on and after the Effective Time, UpstreamCo and each Person that is a Subsidiary of UpstreamCo.

“ UpstreamCo Indemnitees ” shall have the meaning set forth in Section 4.3 .

“ UpstreamCo Intellectual Property ” shall mean (a) the Alcoa Name and Alcoa Marks, (b) the Registrable IP set forth on Schedule 1.11 , and (c) all Other IP owned by, primarily used or primarily held for use in the UpstreamCo Business, including any Other IP set forth on Schedule 1.11 , but excluding Registrable IP and Other IP of Parent.

“ UpstreamCo Know-How ” shall mean all Know-How owned or licensed by either Party or any member of its Group primarily used or primarily held for use in the UpstreamCo Business as of the Effective Time, except as set forth on Schedule 1.11 .

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“ UpstreamCo Liabilities ” shall have the meaning set forth in Section 2.3(a) .

“ UpstreamCo Cash Payment ” means the amounts payable by UpstreamCo to Parent pursuant to the Asset Sale Payment and the UpstreamCo True-up Payment, if any (as appropriately adjusted to take into account any amounts payable by Parent to UpstreamCo pursuant to the Asset Sale Payment and the Parent True-up Payment, if any, and taking into account any other cash payment made by UpstreamCo to Parent in the Contribution prior to the Distribution).

“ UpstreamCo Permits ” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the UpstreamCo Business as of the Effective Time.

“ UpstreamCo Policies ” shall mean those Insurance Policies in effect at any time prior to the Effective Time, where the first or primary named insured is or was a member of the UpstreamCo Group. A partial listing of such policies, not intended to be comprehensive and for illustration only, is set forth on Schedule 5(b) .

“ UpstreamCo Shares ” shall mean the shares of common stock, par value $0.01 per share, of UpstreamCo.

“ UpstreamCo Software ” shall mean all Software owned or licensed by either Party or member of its Group primarily used or primarily held for use in the UpstreamCo Business as of the Effective Time, including Software set forth on Schedule 1.12 , but excluding Software set forth on Schedule 1.4 .

“ Warrick ” shall have the meaning set forth in Section 5.7(b)(i) .

ARTICLE II

THE SEPARATION

2.1     Transfer of Assets and Assumption of Liabilities .

(a)    On or prior to the Effective Time, in accordance with the plan set forth on Schedule 2.1(a) (the “ Separation Step Plan ”), but subject to Section 2.4 :

(i)     Transfer and Assignment of UpstreamCo Assets . Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey or deliver to UpstreamCo, or the applicable UpstreamCo Designees, or take such steps as may be necessary for UpstreamCo or such UpstreamCo Designees to succeed to, and UpstreamCo or such UpstreamCo Designees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the UpstreamCo Assets (it being understood that if any UpstreamCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such UpstreamCo Asset may be assigned, transferred, conveyed and delivered to UpstreamCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to UpstreamCo or the applicable UpstreamCo Designee);

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(ii)     Acceptance and Assumption of UpstreamCo Liabilities . UpstreamCo and the applicable UpstreamCo Designees shall accept, assume, agree faithfully to perform, discharge and fulfill, or succeed to, all the UpstreamCo Liabilities in accordance with their respective terms. UpstreamCo and such UpstreamCo Designees shall be responsible for all UpstreamCo Liabilities, regardless of when or where such UpstreamCo Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such UpstreamCo Liabilities are asserted or determined (including any UpstreamCo Liabilities arising out of claims made by Parent’s or UpstreamCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the UpstreamCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the UpstreamCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii)     Transfer and Assignment of Parent Assets . Parent and UpstreamCo shall cause UpstreamCo and the UpstreamCo Designees to contribute, assign, transfer, convey or deliver to Parent or certain members of the Parent Group designated by Parent, or take such steps as may be necessary for Parent or such members of the Parent Group to succeed to, and Parent or such other members of the Parent Group shall accept from UpstreamCo and the UpstreamCo Designees, all of UpstreamCo’s and such UpstreamCo Designees’ respective direct or indirect right, title and interest in and to all Parent Assets held by UpstreamCo or an UpstreamCo Designee; and

(iv)     Acceptance and Assumption of Parent Liabilities . Parent and certain of members of the Parent Group designated by Parent shall accept and assume, agree faithfully to perform, discharge and fulfill, or succeed to, all of the Parent Liabilities held by UpstreamCo or any UpstreamCo Designee and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or UpstreamCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the UpstreamCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the UpstreamCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b)     Transfer Documents . In furtherance of the contribution, assignment, transfer, conveyance and delivery of and succession to the Assets and the acceptance and assumption of, performance, discharge and fulfillment of and succession to the Liabilities in accordance with Section 2.1(a) , each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other

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Party, (i) such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of contribution, transfer, conveyance, assignment, delivery and succession as and to the extent necessary to evidence the contribution, transfer, conveyance, assignment, delivery and succession of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a) and (ii) such assumptions of contracts and other instruments of acceptance and assumption, performance, discharge and fulfillment and succession as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a) . All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ Transfer Documents .”

(c)     Misallocations . In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party (or to any member of such Party’s Group) so entitled thereto, and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability.

(d)     Waiver of Bulk-Sale and Bulk-Transfer Laws . UpstreamCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the UpstreamCo Assets to any member of the UpstreamCo Group. Parent hereby waives compliance by each and every member of the UpstreamCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

2.2     UpstreamCo Assets; Parent Assets .

(a)     UpstreamCo Assets . For purposes of this Agreement, “ UpstreamCo Assets ” shall mean:

(i)    all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

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(ii)    all Assets of either Party or any members of its Group included or reflected as assets of the UpstreamCo Group on the UpstreamCo Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the UpstreamCo Balance Sheet; provided that the amounts set forth on the UpstreamCo Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of UpstreamCo Assets pursuant to this clause (ii);

(iii)    all Assets of either Party or any of the members of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of UpstreamCo or members of the UpstreamCo Group on a pro forma combined balance sheet of the UpstreamCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Assets included on the UpstreamCo Balance Sheet), it being understood that (A) the UpstreamCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of UpstreamCo Assets pursuant to this clause (iii); and (B) the amounts set forth on the UpstreamCo Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of UpstreamCo Assets pursuant to this clause (iii);

(iv)    all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to UpstreamCo or any other member of the UpstreamCo Group;

(v)    all UpstreamCo Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(vi)    all UpstreamCo Intellectual Property, UpstreamCo Software and UpstreamCo Know-How as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time, and any license of Intellectual Property of Parent or any member of the Parent Group to UpstreamCo or any member of the UpstreamCo Group pursuant to the terms of the Intellectual Property Agreements;

(vii)    all UpstreamCo Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii)    all Assets of either Party or any of the members of its Group as of the Effective Time that are exclusively related to, or otherwise necessary for the operation of, the UpstreamCo Business;

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(ix)    all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the UpstreamCo Assets, the UpstreamCo Liabilities, the UpstreamCo Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements, a non-exclusive right to all Information that is related to, but not exclusively related to, the UpstreamCo Assets, the UpstreamCo Liabilities, the UpstreamCo Business or the Transferred Entities; and

(x)    any and all Assets set forth on Schedule 2.2(a)(x) .

Notwithstanding the foregoing, the UpstreamCo Assets shall not in any event include any Asset referred to in clauses (i) through (v) of Section 2.2(b) .

(b)     Parent Assets . For the purposes of this Agreement, “ Parent Assets ” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the UpstreamCo Assets, it being understood that the Parent Assets shall include:

(i)    all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by Parent or any other member of the Parent Group;

(ii)    all contracts and agreements of either Party or any of the members of its Group as of the Effective Time, other than the UpstreamCo Contracts;

(iii)    all Intellectual Property, Software and Know-How of either Party or any of the members of its Group as of the Effective Time, other than the UpstreamCo Intellectual Property and other than any license of Intellectual Property of Parent or any member of the Parent Group to UpstreamCo or any member of the UpstreamCo Group pursuant to the terms of the Intellectual Property Agreements, including the Parent Intellectual Property set forth on Schedule 2.2(b)(iii) ;

(iv)    all Permits of either Party or any of the members of its Group as of the Effective Time, other than the UpstreamCo Permits; and

(v)    any and all Assets set forth on Schedule 2.2(b)(v) .

2.3     UpstreamCo Liabilities; Parent Liabilities .

(a)     UpstreamCo Liabilities . For the purposes of this Agreement, “ UpstreamCo Liabilities ” shall mean the following Liabilities of either Party or any of the members of its Group:

(i)    all Liabilities included or reflected as liabilities or obligations of UpstreamCo or the members of the UpstreamCo Group on the UpstreamCo Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the UpstreamCo Balance Sheet; provided that the amounts set forth on the UpstreamCo Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of UpstreamCo Liabilities pursuant to this clause (i);

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(ii)    all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of UpstreamCo or the members of the UpstreamCo Group on a pro forma combined balance sheet of the UpstreamCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Liabilities included on the UpstreamCo Balance Sheet), it being understood that (A) the UpstreamCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of UpstreamCo Liabilities pursuant to this clause (ii); and (B) the amounts set forth on the UpstreamCo Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of UpstreamCo Liabilities pursuant to this clause (ii);

(iii)    all Liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the UpstreamCo Business or an UpstreamCo Asset;

(iv)    any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by UpstreamCo or any other member of the UpstreamCo Group, and all agreements, obligations and Liabilities of any member of the UpstreamCo Group under this Agreement or any of the Ancillary Agreements;

(v)    all Liabilities to the extent relating to, arising out of or resulting from the UpstreamCo Contracts, the UpstreamCo Intellectual Property, the UpstreamCo Software, the UpstreamCo Know-How or the UpstreamCo Permits;

(vi)    notwithstanding anything to the contrary in Section 2.3(b) , the applicable portion of any and all Liabilities set forth on Schedule 2.3(a)(vi) ;

(vii)    notwithstanding anything to the contrary in Section 2.3(b) , (A) all UpstreamCo Environmental Liabilities, (B) the applicable portion of all Shared Environmental Liabilities set forth on Schedule 1.5 , and (C) with respect to all
Environmental Liabilities other than the Environmental Liabilities addressed in the foregoing clauses (A) or (B), Section 2.3(a)(vi) , Section 2.3(b)(ii) or Section 2.3(b)(iii) , the applicable portion of such Environmental Liabilities which shall be allocated equitably to UpstreamCo based on consideration of the following factors:

(A)    whether, but for the Environmental Liability for which one of the Parties is solely responsible, an Environmental Liability or Remediation Work obligation would have arisen for the other Party;

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(B)    the relative quantity, toxicity and area affected by the Hazardous Materials for which the respective Parties are responsible;

(C)    the degree to which the regulated substance for which a Party is responsible affects the selection of the Remediation Work, the cost of the Remediation Work, and the period of time over which the Remediation Work must be implemented; and

(D)    other relevant considerations relating to each Party’s role or obligations with respect to the applicable Environmental Liability;

(viii)    notwithstanding anything to the contrary in Section 2.3(b) , any and all Liabilities set forth on
Schedule 2.3(a)(viii) ; and

(ix)    all Liabilities arising out of claims made by Parent’s or UpstreamCo’s respective directors, officers, shareholders, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the UpstreamCo Group to the extent relating to, arising out of or resulting from the UpstreamCo Business or the other business, operations, activities or Liabilities referred to in clauses (i) through (viii) of this Section 2.3(a) ;

provided that, notwithstanding the foregoing, the Parties agree that the Liabilities set forth on Schedule 2.3(b)(i) or Schedule 1.3 , the applicable portion of all Liabilities set forth on Schedule 2.3(a)(vi) or Schedule 1.5 and any Liabilities of any member of the Parent Group pursuant to the Ancillary Agreements shall not be UpstreamCo Liabilities but instead shall be Parent Liabilities.

(b)     Parent Liabilities . For the purposes of this Agreement, “ Parent Liabilities ” shall mean (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the Parent Group and, prior to the Effective Time, any member of the UpstreamCo Group, in each case that are not UpstreamCo Liabilities, including:

(i)    any and all Liabilities set forth on Schedule 2.3(b)(i) ;

(ii)    notwithstanding anything to the contrary in Section 2.3(a) , the applicable portion of any and all Liabilities set forth on Schedule 2.3(a)(vi) ;

(iii)    notwithstanding anything to the contrary in Section 2.3(a) , (A) all Parent Environmental Liabilities, (B) the applicable portion of all Shared Environmental Liabilities set forth on Schedule 1.5 , and (C) with respect to all Environmental Liabilities other than the Environmental Liabilities addressed in the foregoing clauses (A) or (B), Section 2.3(a)(vi) , Section 2.3(a)(vii) or Section 2.3(b)(ii) , the applicable portion of such Environmental Liabilities which shall be allocated equitably to Parent based on consideration of the factors specified in Section 2.3(a)(vii) ; and

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(iv)    all Liabilities arising out of claims made against any member of the Parent Group or the UpstreamCo Group to the extent relating to, arising out of or resulting from the Parent Business or the Parent Assets.

2.4     Approvals and Notifications .

(a)     Approvals and Notifications for UpstreamCo Assets . To the extent that the contribution, assignment, transfer, conveyance or delivery of or succession to any UpstreamCo Asset, or the acceptance or assumption of, performance, discharge and fulfillment of, or succession to any UpstreamCo Liability, in each case under Section 2.1 , is determined to be a transfer or assignment that requires any Approvals or Notifications, or to the extent that the Separation, or the Distribution requires any Approvals or Notifications, the Parties shall use commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and UpstreamCo, neither Parent nor UpstreamCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b)     Delayed UpstreamCo Transfers . If and to the extent that the valid, complete and perfected contribution, assignment, transfer, conveyance or delivery to or succession of the UpstreamCo Group of any UpstreamCo Asset or acceptance or assumption by, performance, discharge and fulfillment by, or succession by the UpstreamCo Group of any UpstreamCo Liability would be a violation of applicable Law or is determined to be a transfer or assignment that requires any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Effective Time then, unless the Parties mutually determine otherwise, the contribution, assignment, transfer, conveyance or delivery to or succession of the UpstreamCo Group of such UpstreamCo Assets or the acceptance or assumption by, performance, discharge and fulfillment of, or succession by the UpstreamCo Group of such UpstreamCo Liabilities, as the case may be, shall be automatically deemed deferred and any of the foregoing shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such UpstreamCo Assets or UpstreamCo Liabilities shall continue to constitute UpstreamCo Assets and UpstreamCo Liabilities for all other purposes of this Agreement.

(c)     Treatment of Delayed UpstreamCo Assets and Delayed UpstreamCo Liabilities . (i) If any contribution, assignment, transfer, conveyance or delivery of or succession to any UpstreamCo Asset or any acceptance or assumption of, performance, discharge and fulfillment of, or succession to any UpstreamCo Liability intended to be contributed, assigned, transferred, conveyed, delivered, succeeded to, accepted, assumed, or performed, discharged or fulfilled hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason, and (ii) with respect to the agreements set forth on Schedule 2.4(c) , which such agreements shall not be contributed, assigned, transferred,

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conveyed, delivered, succeeded to, accepted, assumed, or performed, discharged or fulfilled pursuant to Section 2.1(a) (notwithstanding anything therein to the contrary) (any such UpstreamCo Asset, a “ Delayed UpstreamCo Asset ” and any such UpstreamCo Liability, a “ Delayed UpstreamCo Liability ”), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed UpstreamCo Asset or such Delayed UpstreamCo Liability, as the case may be, shall thereafter hold such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability, as the case may be, for the use and benefit of the member of the UpstreamCo Group entitled thereto (at the expense of the member of the UpstreamCo Group entitled thereto) and such member of the UpstreamCo Group shall be afforded all the benefits and burdens of such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability, as applicable. In addition, the member of the Parent Group retaining such Delayed UpstreamCo Asset or such Delayed UpstreamCo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the UpstreamCo Group to whom such Delayed UpstreamCo Asset is to be contributed, assigned, transferred, conveyed or succeeded to, or which is to accept or assume, perform, discharge and fulfill or succeed to, such Delayed UpstreamCo Liability, as the case may be, in order to place such member of the UpstreamCo Group in a substantially similar position as if such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability had been contributed, assigned, transferred, conveyed, succeeded to, accepted, assumed or performed, discharged or fulfilled as contemplated hereby and so that all the benefits and burdens relating to such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the UpstreamCo Group.

(d)     Transfer of Delayed UpstreamCo Assets and Delayed UpstreamCo Liabilities . Other than with respect to the agreements set forth on Schedule 2.4(c) , if and when the Approvals or Notifications, the absence of which caused the deferral of contribution, assignment, transfer, conveyance or delivery of or succession to any Delayed UpstreamCo Asset or the deferral of acceptance or assumption of, performance, discharge and fulfillment of or succession to any Delayed UpstreamCo Liability pursuant to Section 2.4(b) , are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed UpstreamCo Asset or the assumption of any Delayed UpstreamCo Liability have been removed, the contribution, assignment, transfer, conveyance or delivery of or succession to the applicable Delayed UpstreamCo Asset or the acceptance and assumption of, performance, discharge and fulfillment of or succession to the applicable Delayed UpstreamCo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e)     Costs for Delayed UpstreamCo Assets and Delayed UpstreamCo Liabilities . Any member of the Parent Group retaining a Delayed UpstreamCo Asset or Delayed UpstreamCo Liability due to the deferral of the contribution, assignment, transfer, conveyance or delivery of or succession to such Delayed UpstreamCo Asset or

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the deferral of the acceptance or assumption of, performance, discharge and fulfillment of or succession to such Delayed UpstreamCo Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by UpstreamCo or the member of the UpstreamCo Group entitled to the Delayed UpstreamCo Asset or Delayed UpstreamCo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by UpstreamCo or the member of the UpstreamCo Group entitled to such Delayed UpstreamCo Asset or Delayed UpstreamCo Liability.

(f)     Approvals and Notifications for Parent Assets . To the extent that the contribution, assignment, transfer, conveyance or delivery of or succession to any Parent Asset or the acceptance or assumption of, performance, discharge and fulfillment, or succession to any Parent Liability, in each case under Section 2.1 , is determined to be a transfer or assignment that requires any Approvals or Notifications, the Parties shall use commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and UpstreamCo, neither Parent nor UpstreamCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(g)     Delayed Parent Transfers . If and to the extent that the valid, complete and perfected contribution, assignment, transfer, conveyance or delivery to or succession of the Parent Group of any Parent Asset or acceptance or assumption by, performance, discharge and fulfillment by, or succession by the Parent Group of any Parent Liability would be a violation of applicable Law or is determined to be a transfer or assignment that requires any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties mutually determine otherwise, the contribution, assignment, transfer, conveyance or delivery to or succession of the Parent Group of such Parent Assets or the acceptance or assumption by, performance, discharge and fulfillment of or, or succession by the Parent Group of such Parent Liability, as the case may be, shall be automatically deemed deferred and any of the foregoing shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Parent Assets or Parent Liabilities shall continue to constitute Parent Assets and Parent Liabilities for all other purposes of this Agreement.

(h)     Treatment of Delayed Parent Assets and Delayed Parent Liabilities . (i) If any contribution, assignment, transfer, conveyance or delivery of or succession to any Parent Asset or any acceptance or assumption of, performance, discharge and fulfillment of, or succession to any Parent Liability intended to be contributed, assigned, transferred, conveyed, delivered, succeeded to, accepted, assumed, or performed, discharged or fulfilled hereunder, as the case may be, is not consummated on or prior to the Effective Time whether as a result of the provisions of Section 2.4(g) or for any other reason, and (ii) with respect to the agreements set forth on Schedule 2.4(h) , which such

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agreements shall not be contributed, assigned, transferred, conveyed, delivered, succeeded to, accepted, assumed, or performed, discharged or fulfilled pursuant to Section 2.1(a) (notwithstanding anything therein to the contrary) (any such Parent Asset, a “ Delayed Parent Asset ” and any such Parent Liability, a “ Delayed Parent Liability ”), then, subject to applicable Law, the member of the UpstreamCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability, as the case may be, shall thereafter hold such Delayed Parent Asset or Delayed Parent Liability, as the case may be, for the use and benefit of the member of the Parent Group entitled thereto (with associated costs being for the account of the member of the Parent Group entitled thereto) and such member of the Parent Group shall be afforded all the benefits and burdens of such Delayed Parent Asset or Delayed Parent Liability, as applicable. In addition, the member of the UpstreamCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance with past practice. Such member of the UpstreamCo Group shall also take such other actions as may be reasonably requested by the member of the Parent Group to which such Delayed Parent Asset is to be contributed, assigned, transferred, conveyed or succeeded to, or which is to accept or assume, perform, discharge and fulfill or succeed to, such Delayed Parent Liability, as the case may be, in order to place such member of the Parent Group in a substantially similar position as if such Delayed Parent Asset or Delayed Parent Liability had been contributed, assigned, transferred, conveyed, succeeded to, accepted, assumed or performed, discharged or fulfilled and so that all the benefits and burdens relating to such Delayed Parent Asset or Delayed Parent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the Parent Group.

(i)     Transfer of Delayed Parent Assets and Delayed Parent Liabilities . Other than with respect to the agreements set forth on Schedule 2.4(h) , if and when the Approvals or Notifications, the absence of which caused the deferral of contribution, assignment, transfer, conveyance or delivery of or succession to any Delayed Parent Asset or the deferral of acceptance or assumption of, performance, discharge and fulfillment of or succession to any Delayed Parent Liability, are obtained or made, and, if and when any other legal impediments for the contribution, assignment, transfer, conveyance or delivery of or succession to any Delayed Parent Asset or the acceptance and assumption of, performance, discharge and fulfillment of or succession to any Delayed Parent Liability have been removed, the transfer or assignment of the applicable Delayed Parent Asset or the assumption of the applicable Delayed Parent Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(j)     Costs for Delayed Parent Assets and Delayed Parent Liabilities . Any member of the UpstreamCo Group retaining a Delayed Parent Asset or Delayed Parent Liability due to the deferral of the contribution, assignment, transfer, conveyance or delivery of or succession to such Delayed Parent Asset or the deferral of the acceptance or assumption of, performance, discharge and fulfillment of or succession to such Delayed Parent Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise

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made available) by Parent or the member of the Parent Group entitled to the Delayed Parent Asset or Delayed Parent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Parent or the member of the Parent Group entitled to such Delayed Parent Asset or Delayed Parent Liability.

2.5     Novation of Liabilities .

(a)     Novation of UpstreamCo Liabilities.

(i)    Except as set forth in Schedule 2.5(a) , each of Parent and UpstreamCo, at the request of the other, shall use commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all UpstreamCo Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the UpstreamCo Group shall be solely responsible for such UpstreamCo Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement (including Section 2.6 ), any of the Ancillary Agreements or on
Schedule 2.6(b)(i) , neither Parent nor UpstreamCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(ii)    If Parent or UpstreamCo is unable to obtain, or to cause to be obtained, any consent, substitution, approval, amendment or release referred to in clause (i) of this Section 2.5(a) and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased UpstreamCo Liability ”), UpstreamCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased UpstreamCo Liabilities from and after the Effective Time and (B) use commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased UpstreamCo Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and UpstreamCo or the applicable UpstreamCo Group member shall assume, such Unreleased UpstreamCo Liabilities without exchange of further consideration.

(b)     Novation of Parent Liabilities.

(i)    Each of Parent and UpstreamCo, at the request of the other, shall use commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to

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novate or assign all Parent Liabilities and obtain in writing the unconditional release of each member of the UpstreamCo Group that is a party to any such arrangements, so that, in any such case, the members of the Parent Group shall be solely responsible for such Parent Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement (including Section 2.6 ) or any of the Ancillary Agreements, neither Parent nor UpstreamCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(ii)    If Parent or UpstreamCo is unable to obtain, or to cause to be obtained, any consent, substitution, approval, amendment or release referred to in clause (i) of this Section 2.5(b) and the applicable member of the UpstreamCo Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased Parent Liability ”), Parent shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the UpstreamCo Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the UpstreamCo Group that constitute Unreleased Parent Liabilities from and after the Effective Time and (B) use commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the UpstreamCo Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Parent Liabilities shall otherwise become assignable or able to be novated, UpstreamCo shall promptly assign, or cause to be assigned, and Parent or the applicable Parent Group member shall assume, such Unreleased Parent Liabilities without exchange of further consideration.

2.6     Release of Guarantees . In furtherance of, and not in limitation of, the obligations set forth in Section 2.5 :

(a)    On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and UpstreamCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any UpstreamCo Liability to the extent that it relates to UpstreamCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such UpstreamCo Liability; and (ii) have any member(s) of the UpstreamCo Group removed as guarantor of or obligor for any Parent Liability to the extent that it relates to Parent Liabilities, including the removal of any Security Interest on or in any UpstreamCo Asset that may serve as collateral or security for any such Parent Liability.

(b)    Subject to Schedule 2.6(b)(i), to the extent required to obtain a release from a guarantee or other credit support provided by or on behalf of:

(i)    any member of the Parent Group, UpstreamCo shall promptly (A) other than in the case of a guarantee by a member of the Parent Group, provide or cause

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to be provided a replacement letter of credit, bank guarantee or other credit support of the type provided by or on behalf of the Parent Group on substantially the same terms as that provided by or on behalf of any member of the Parent Group, to the extent (x) in the case of a letter of credit, UpstreamCo has reasonably available capacity under its revolving credit facility to obtain such letter of credit and (y) such arrangement would not violate or breach the terms of any contract or other agreement to which UpstreamCo or any of its subsidiaries is a party, or (B) in the case of a guarantee by a member of the Parent Group, execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which UpstreamCo would be reasonably unable to comply or (B) which UpstreamCo would not reasonably be able to avoid breaching; and

(ii)    any member of the UpstreamCo Group, Parent shall promptly (A) other than in the case of a guarantee by a member of the UpstreamCo Group, provide or cause to be provided a replacement letter of credit, bank guarantee or other credit support of the type provided by or on behalf of the UpstreamCo Group on substantially the same terms as that provided by or on behalf of any member of the UpstreamCo Group, to the extent (x) in the case of a letter of credit, Parent has reasonably available capacity under its revolving credit facility to obtain such letter of credit and (y) such arrangement would not violate or breach the terms of any contract or other agreement to which Parent or any of its subsidiaries is a party, or (B) in the case of a guarantee by a member of the UpstreamCo Group, execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any UpstreamCo Asset that may serve as collateral or security for any such UpstreamCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Parent would be reasonably unable to comply or (B) which Parent would not reasonably be able to avoid breaching.

(c)    If Parent or UpstreamCo is unable to obtain, or to cause to be obtained, any such removal or release referred to in Section 2.6(a) or (b) (including, for the avoidance of doubt, any removal or release of the guarantees set forth on
Schedule 2.6(c) ), (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and UpstreamCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of such other Party’s Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

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(d)    Each of Parent and UpstreamCo shall keep the other Party reasonably informed regarding the matters that are the subject of this Section 2.6 , including with respect to any material discussions and negotiations relating to the novation of Liabilities and releases of guarantees and other credit support obligations and the status and terms thereof, as well as any proposed or contemplated amendments, terminations, waivers or modifications that would be reasonably likely to adversely affect such other Party.

(e)    Until the later of (i) such time as all obligations of Parent and the other members of the Parent Group with respect to the guarantees and contracts set forth on Schedule 2.6(c)(iii) (the “ Specified Guarantees ”) have terminated and each of them has ceased to be guarantor or obligor of any UpstreamCo Liabilities thereunder and (ii) such time as the Spillover Amount (as used herein, such term shall have the meaning given in Schedule 2.6(e)) is zero, UpstreamCo shall promptly (and in any event within 30 calendar days following UpstreamCo’s receipt of a written request from Parent) reimburse the Parent Group in respect of any amounts actually paid by the Parent Group to purchase Specified Guarantee Coverage (it being understood, for the avoidance of doubt, that if there is any Spillover Amount for any given calendar year, Parent may submit a written request to UpstreamCo for reimbursement of such Spillover Amount in the following calendar year, subject to the following proviso); provided , however , that the aggregate amount payable by UpstreamCo pursuant to the foregoing for payments made by the Parent Group in any calendar year shall not exceed the Annual Amount.

2.7     Termination of Agreements .

(a)    Except as set forth in Section 2.7(b) , in furtherance of the releases and other provisions of Section 4.1 , UpstreamCo and each member of the UpstreamCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among UpstreamCo and/or any member of the UpstreamCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b)    The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) ; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of

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the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c) ; (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or UpstreamCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Shared Contracts.

(c)    All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the UpstreamCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

2.8     Treatment of Shared Contracts .

(a)    Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1 , unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which is an UpstreamCo Contract, but the remainder of which is a Parent Asset (any such contract or agreement, a “ Shared Contract ”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided , however , that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the UpstreamCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the UpstreamCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group pursuant to this Section 2.8 (or appropriately amended), and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8 (or appropriately amended).

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(b)    Each of Parent and UpstreamCo shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

(c)    Nothing in this Section 2.8 shall require any member of either Group to make any non- de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non- de minimis obligation or grant any non- de minimis concession for the benefit of any member of the other Group in order to effect any transaction contemplated by this Section 2.8 .

2.9     Bank Accounts; Cash Balances .

(a)    Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by UpstreamCo or any other member of the UpstreamCo Group (collectively, the “ UpstreamCo Accounts ”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “ Parent Accounts ”) so that each such UpstreamCo Account and Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ Linked ”) to any Parent Account or UpstreamCo Account, respectively, is no longer Linked to such Parent Account or UpstreamCo Account, respectively.

(b)    With respect to any outstanding checks issued or payments initiated by Parent, UpstreamCo or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(c)    As between Parent and UpstreamCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

(d)    Notwithstanding anything to the contrary in this Agreement, UpstreamCo shall promptly pay over to Parent all after-tax proceeds (the amount of which shall be determined as set forth in Schedule 2.9(d) ) received by UpstreamCo or any member of its Group (whether prior to or after the Effective Time) in consideration for the asset sales pursuant to the sale agreements set forth on Schedule 2.9(d) , without right of

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set-off, and in all respects as set forth in, and subject to the adjustments set forth in, Schedule 2.9(d) ( such amount, as it may be adjusted, the “ Asset Sale Payment ”) (and, for the avoidance of doubt, UpstreamCo and Parent, as applicable, shall make such subsequent adjustment payments as may be required pursuant to Schedule 2.9(d) ). For U.S. federal (and applicable state and local) income tax purposes, the Asset Sale Payment (as adjusted pursuant to Schedule 2.9(d) ) shall be treated as being made pursuant to the Contribution, except to the extent required by applicable Law.

(e)    Notwithstanding anything to the contrary in this Agreement, UpstreamCo shall promptly pay over to Parent any UpstreamCo True-up Payment (as used herein, such term shall have the meaning given in Schedule 2.14) as may be required in accordance with Schedule 2.14, or Parent shall promptly pay over to UpstreamCo any Parent True-up Payment (as used herein, such term shall have the meaning given in Schedule 2.14) as may be required in accordance with Schedule 2.14. For U.S. federal (and applicable state and local) income tax purposes, any UpstreamCo True-up Payment or Parent True-up Payment shall be treated as being made pursuant to the Contribution, except to the extent required by applicable Law.

2.10     Ancillary Agreements . Effective on or prior to the Effective Time, each of Parent and UpstreamCo shall, or shall cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it or such member, as applicable, is a party.

2.11     Disclaimer of Representations and Warranties . EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND UPSTREAMCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE UPSTREAMCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND

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MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12     Financial Information Certifications . Parent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to UpstreamCo as its Subsidiary. In order to enable the principal executive officer and principal financial officer of UpstreamCo to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, Parent, within thirty-five (35) days of the end of any fiscal quarter during which UpstreamCo remains Parent’s Subsidiary, shall provide UpstreamCo with one or more certifications with respect to such disclosure controls and procedures, its internal control over financial reporting and the effectiveness thereof. Such certification(s) shall be provided by Parent (and not by any officer or employee in their individual capacity).

2.13     Transition Committee and Other Matters .

(a)    Prior to the Effective Time, the Parties shall establish a transition committee (the “ Transition Committee ”) that shall consist of an equal number of members from Parent and UpstreamCo. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of either Party or any member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittees; and (d) modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.13 , and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

(b)    Parent and UpstreamCo acknowledge that (i) the remaining amounts due under the Plea Agreement, dated January 8, 2014, between the United States of America and Alcoa World Alumina LLC (and the guarantee of such amounts), and the Cease-and-Desist Order, dated January 9, 2014, In the Matter of Alcoa Inc. (collectively, the “ Settlement ”), shall be UpstreamCo Liabilities under this Agreement, and (ii) prior to the Effective Time, each of the Parent Board and the board of directors of UpstreamCo shall approve resolutions undertaking the enhanced compliance procedures contemplated by the Settlement.

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2.14     UpstreamCo Financing Arrangements .

(a)    Prior to the Effective Time and pursuant to the Separation Step Plan, (i) UpstreamCo or other member(s) of the UpstreamCo Group shall enter into one or more financing arrangements and agreements pursuant to which it or they shall borrow a principal amount of $1,250,000,000 (the “ UpstreamCo Financing Arrangements ”), and (ii) UpstreamCo or such other member(s) of the UpstreamCo Group that entered into the UpstreamCo Financing Arrangements shall transfer all or a portion of the proceeds from the UpstreamCo Financing Arrangements to Parent or other member(s) of the Parent Group in accordance with Schedule 2.14.

(b)    Parent and UpstreamCo agree to take all necessary actions to assure the full release and discharge of Parent and the other members of the Parent Group from all obligations pursuant to the UpstreamCo Financing Arrangements as of no later than the Effective Time. The parties agree that UpstreamCo or another member of the UpstreamCo Group, as the case may be, and not Parent or any member of the Parent Group, are and shall be responsible for all costs and expenses incurred in connection with the UpstreamCo Financing Arrangements.

(c)    Prior to the Effective Time, Parent and UpstreamCo shall cooperate in the preparation of all materials as may be necessary or advisable to execute the UpstreamCo Financing Arrangements.

ARTICLE III

THE DISTRIBUTION

3.1     Sole and Absolute Discretion; Cooperation .

(a)    Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing herein shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX .

(b)    UpstreamCo shall cooperate with Parent to accomplish the Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of UpstreamCo Shares on the Form 10. Parent shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Parent. UpstreamCo and Parent, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

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3.2     Actions Prior to the Distribution . Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a)     Notice to NYSE . Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b)     UpstreamCo Certificate of Incorporation and UpstreamCo Bylaws . On or prior to the Distribution Date, Parent and UpstreamCo shall take all necessary actions so that, as of the Effective Time, the UpstreamCo Certificate of Incorporation and the UpstreamCo Bylaws shall become the certificate of incorporation and bylaws of UpstreamCo, respectively.

(c)     UpstreamCo Directors and Officers . On or prior to the Distribution Date, Parent and UpstreamCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of UpstreamCo shall be those set forth in the Information Statement mailed to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the Parent Board and/or as an executive officer of Parent; and (iii) UpstreamCo shall have such other officers as UpstreamCo shall appoint.

(d)     NYSE Listing . UpstreamCo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the UpstreamCo Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e)     Securities Law Matters . UpstreamCo shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Parent and UpstreamCo shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and UpstreamCo shall prepare, and UpstreamCo shall, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters that Parent determines are necessary or desirable to effectuate the Distribution, and Parent and UpstreamCo shall use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and UpstreamCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

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(f)     Mailing of Information Statement . Parent shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Parent Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders.

(g)     The Distribution Agent . Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

(h)     Stock-Based Employee Benefit Plans . Parent and UpstreamCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent shares) and UpstreamCo (in respect of UpstreamCo shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

(i)     Name Changes . (i) Parent and UpstreamCo shall take all actions necessary such that coincident with the Distribution, (A) UpstreamCo will change its name to Alcoa Corporation and (B) Parent will change its name to Arconic Inc., and (ii) Parent shall prepare and file, and shall use its reasonable best efforts to have approved, a supplemental listing application with the NYSE to facilitate its name change.    

3.3     Conditions to the Distribution .

(a)    The consummation of the Distribution shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

(i)    The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.

(ii)    The Information Statement shall have been mailed to the Record Holders.

(iii)    Parent shall have received (A) a private letter ruling from the U.S. Internal Revenue Service, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters relating to the Separation and the Distribution and (B) an opinion from Wachtell, Lipton, Rosen & Katz, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code.

(iv)    The transfer of the UpstreamCo Assets (other than any Delayed UpstreamCo Asset) and UpstreamCo Liabilities (other than any Delayed UpstreamCo Liability) contemplated to be transferred from Parent to UpstreamCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1 , and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from UpstreamCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1 , in each case pursuant to the Separation Step Plan.

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(v)    An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent and UpstreamCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded.

(vi)    The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted.

(vii)    Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.

(viii)    No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.

(ix)    The UpstreamCo Shares to be distributed to the Parent shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

(x)    Parent shall have received the proceeds from the UpstreamCo Financing Arrangements contemplated by Section 2.14 and shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability under the UpstreamCo Financing Arrangements.

(xi)    No other events or developments shall exist or shall have occurred that, in the judgment of the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b)    The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX . Any determination made by the Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

3.4     The Distribution .

(a)    Subject to Section 3.3 , on or prior to the Effective Time, UpstreamCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding UpstreamCo Shares as is

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necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of UpstreamCo Shares to each such Record Holder or designated transferee or transferees of thereof by way of direct registration in book-entry form. UpstreamCo shall not issue paper stock certificates in respect of the UpstreamCo Shares. The Distribution shall be effective at the Effective Time.

(b)    Subject to Sections 3.3 and 3.4(c) , each Record Holder will be entitled to receive in the Distribution one whole UpstreamCo Share for every three Parent Shares held by such Record Holder on the Record Date (the “ Distribution Ratio ”), rounded down to the nearest whole number.

(c)    No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of UpstreamCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c) , would be entitled to receive a fractional share interest of an UpstreamCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional UpstreamCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, UpstreamCo or the Agent shall be required to guarantee any minimum sale price for the fractional UpstreamCo Shares sold in accordance with this Section 3.4(c) . Neither Parent nor UpstreamCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or UpstreamCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d) , the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d)    Any UpstreamCo Shares or cash in lieu of fractional shares with respect to UpstreamCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to UpstreamCo, and UpstreamCo or its transfer agent shall hold such UpstreamCo Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such UpstreamCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of UpstreamCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto.

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(e)    Until the UpstreamCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, UpstreamCo shall regard the Persons entitled to receive such UpstreamCo Shares as record holders of UpstreamCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. UpstreamCo agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the UpstreamCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the UpstreamCo Shares then held by such holder.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1     Release of Pre-Distribution Claims .

(a)     UpstreamCo Release of Parent.   Except as provided in Sections 4.1(c) and (d) , effective as of the Effective Time, UpstreamCo does hereby, for itself and each other member of the UpstreamCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the UpstreamCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of UpstreamCo or a member of the UpstreamCo Group, in each case from: (A) all UpstreamCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the UpstreamCo Business, the UpstreamCo Assets or the UpstreamCo Liabilities.

(b)     Parent Release of UpstreamCo.   Except as provided in Sections 4.1(c) and (d) , effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge UpstreamCo and the members of the UpstreamCo Group and their respective

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successors and assigns, from (i) all Parent Liabilities, (ii) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (iii) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

(c)     Obligations Not Affected.   Nothing contained in Section 4.1(a) or (b) shall impair any right of any Person to enforce this Agreement or any Ancillary Agreement, or any agreements, arrangements, commitments or understandings which Section 2.7(b) or the applicable Schedules thereto provide shall not terminate as of the Effective Time, in each case in accordance with their respective terms. Nothing contained in Section 4.1(a) or (b) shall release any Person from:

(i)    any Liability provided in or resulting from any agreement among any members of the Parent Group or the UpstreamCo Group which Section 2.7(b) or the applicable Schedules thereto provide shall not terminate as of the Effective Time, or any other Liability which Section 2.7(b) provides shall not terminate as of the Effective Time;

(ii)    any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii)    any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv)    any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by Third Parties, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(v)    any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1 .

In addition, nothing contained in Section 4.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of a member of the UpstreamCo Group who was a director, officer or employee of any member of the Parent Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is an UpstreamCo Liability, UpstreamCo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV .

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(d)     No Claims.   UpstreamCo shall not make, and shall not permit any other member of the UpstreamCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a) , with respect to any Liabilities released pursuant to Section 4.1(a) . Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against UpstreamCo or any other member of the UpstreamCo Group, or any other Person released pursuant to Section 4.1(b) , with respect to any Liabilities released pursuant to Section 4.1(b) .

(e)     Execution of Further Releases.   At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its Group to execute and deliver releases reflecting the provisions of this Section 4.1 .

4.2     Indemnification by UpstreamCo . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, UpstreamCo shall, and shall cause the other members of the UpstreamCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Parent Indemnitees ”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a)    any UpstreamCo Liability;

(b)    any failure of UpstreamCo, any other member of the UpstreamCo Group or any other Person to pay, perform or otherwise promptly discharge any UpstreamCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c)    any breach by UpstreamCo or any other member of the UpstreamCo Group of this Agreement or any of the Ancillary Agreements;

(d)    except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the UpstreamCo Group by any member of the Parent Group that survives following the Distribution; and

(e)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if UpstreamCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3 .

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4.3     Indemnification by Parent . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless UpstreamCo, each member of the UpstreamCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ UpstreamCo Indemnitees ”), from and against any and all Liabilities of the UpstreamCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a)    any Parent Liability;

(b)    any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c)    any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements;

(d)    except to the extent it relates to an UpstreamCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the UpstreamCo Group that survives following the Distribution; and

(e)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if UpstreamCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e)  shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by UpstreamCo.

4.4     Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a)    The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount that either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “ Indemnitee ”) shall be reduced by any

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Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b)    The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” ( i.e. , a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required, or otherwise satisfying any indemnification obligation, under the terms of this Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

4.5     Procedures for Indemnification of Third-Party Claims .

(a)     Notice of Claims.   If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the UpstreamCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3 , or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within twenty one (21) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in

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accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a) .

(b)     Control of Defense.   An Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for any such Losses to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a) , then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c)     Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a) , and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

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(d)     Right to Monitor and Participate.   An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, as applicable, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8 , such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation in connection with a Third-Party Claim inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e)     No Settlement.   Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty (20) days or such longer period, not to exceed thirty (30) days, as may be agreed by the Parties (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f)     Ancillary Agreements Govern.

(i)    The provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes, which shall be governed by the Tax Matters Agreement. In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

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(ii)    Notwithstanding the provisions of this Section 4.5 and the provisions of Section 4.6 , to the extent the Registration Rights Agreement contains any indemnification obligation or contribution obligation relating to any Liabilities of an Indemnitee relating to, arising out of or resulting from information contained in any registration statement (other than the Form 10 (including any amendments or supplements thereto) and the Information Statement (as amended or supplemented), to which this Section 4.5(f)(ii) shall not apply), the indemnification obligations and contribution obligations contained herein shall not apply to such Liabilities and instead the indemnification obligations and/or contribution obligations set forth in the Registration Rights Agreement shall govern with regard to such Liabilities.

4.6     Additional Matters .

(a)     Timing of Payments.   Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV ) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b)     Notice of Direct Claims.   Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided , that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII , be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

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(c)     Pursuit of Claims Against Third Parties.   If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against such Third Party.

(d)     Subrogation.   In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e)     Substitution.   In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6 , and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7     Right of Contribution .

(a)     Contribution.   If any right of indemnification contained in Section 4.2 or 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b)     Allocation of Relative Fault.   Solely for purposes of determining relative fault pursuant to this Section 4.7 : (i) any fault associated with the business conducted with the Delayed UpstreamCo Assets or Delayed UpstreamCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the UpstreamCo Business prior to the Effective Time shall be deemed to be the fault of UpstreamCo and the other members of the UpstreamCo Group, and no such fault shall be deemed to be the fault of Parent or

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any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the UpstreamCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of UpstreamCo or any other member of the UpstreamCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of UpstreamCo or any other member of the UpstreamCo Group.

4.8     Covenant Not to Sue . Each Party hereby covenants and agrees that none of it, the members of its Group or any Person claiming through it or them shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any UpstreamCo Liabilities by UpstreamCo or a member of the UpstreamCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9     Remedies Cumulative . The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII , shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10     Survival of Indemnities . The rights and obligations of each of Parent and UpstreamCo and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any member of its Group.

(i)    The Party designated or otherwise deemed to be the Party responsible for an Environmental Liability under this Agreement shall be the Party responsible for managing such Environmental Liability (the “ Performing Party ” or “ Lead Party ”) and the other Party will be the non-performing Party with respect to such Environmental Liability (the “ Non-Performing Party ” or “ Non-Lead Party ”), unless (1) Schedules 1.3, 1.5 or 1.10 provide otherwise, or (2) the Non-Performing Party (or a member of its Group) is the owner of the property impacted by the Environmental Liability in which case such property owner shall be the Performing Party. With respect to any Environmental Liability, the Performing Party

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shall be required to perform all Remediation Work and other remediation and compliance activities required by applicable Environmental Laws or the requirements of any Governmental Authority with jurisdiction over such Environmental Liability and/or Remediation Work or to comply with any obligations of either Party to indemnify any Third Party with respect to Environmental Liabilities or avoid Liability to any Third Party under applicable Environmental Law.

(ii)    With regard to any Remediation Work that could result in Environmental Liability to the Non-Performing Party to be performed following the date of this Agreement, (A) all proposals for Remediation Work and all decisions as to Remediation Work shall be made by the Performing Party in reasonable consultation with the Non-Performing Party upon written request by the Non-Performing Party and reasonably taking in account the input of the Non-Performing Party and its consultants, and (B) the Performing Party shall retain only reasonably qualified environmental consultants to assist it in undertaking and completing such Remediation Work. With regard to any Remediation Work performed or to be performed following the date of this Agreement, the Performing Party shall provide to the Non-Performing Party, as promptly as reasonably practicable, a copy of any and all final written correspondence, results, tables, figures, conclusions, reports and other documents (I) generated by any consultant or (II) submitted to, filed with or received from any Governmental Authority, but, in each case, only to the extent the Non-Performing Party submits a written request to the Performing Party to receive such documents.

(iii)    With regard to Remediation Work where the Performing Party will bear less than half of the costs under this Agreement, (i) the non-Performing Party will have the right to select the contractors, consultants, and other third parties to perform the Remediation Work, subject to the approval of the Performing Party, which approval shall not be withheld except for good cause, (ii) at non-Performing Party’s request in writing, non-Performing Party will be involved in all significant discussions with Performing Party and any relevant third party regarding all aspects of any Remediation Work, (iii) non-Performing Party will have a meaningful opportunity to provide comment to Performing Party and any relevant third party regarding all material aspects of any Remediation Work to be taken, and (iv) Performing Party shall take into consideration any such comments by non-Performing Party and implement them where reasonably feasible and not otherwise in conflict with this Lease.

(iv)    With respect to any Environmental Liability or Remediation Work identified in Schedule 1.5 , if the Non-Performing Party is the property owner, the Performing Party shall not initiate any communication with any Governmental Authority or other Third Party without the prior written consent of the Non-Performing Party, such consent not to be unreasonably withheld, conditioned or delayed.

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(b)     Substitution .

(i)    The Performing Party shall use its reasonable best efforts to obtain any consents, transfers, assignments, assumptions, waivers or other legal instruments necessary to cause the Performing Party or the appropriate subsidiary of the Performing Party to be fully substituted for the Non-Performing Party or any other applicable member of the Non-Performing Party’s Group with respect to any order, decree, judgment, agreement or Action with respect to Environmental Liabilities for which such Performing Party is the Performing Party that are in effect as of the Effective Time. In addition, each Party shall use its reasonable best efforts to obtain any consents, transfers, assignments, assumptions, waivers or other legal instruments necessary to cause such Party or the appropriate subsidiary of such Party to be fully substituted for the other Party or any other applicable member of the other Party’s Group with respect to any order, decree, judgment, agreement or Action with respect to Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the UpstreamCo Assets, in the case of UpstreamCo, or the Parent Assets, in the case of Parent. Each Party shall inform the applicable Governmental Authority about its assumption of the applicable Environmental Liabilities associated with the matters listed on Schedule   1.3 , 1.5 and 1.10 and request that the Governmental Authorities direct all communications, requirements, notifications and/or official letters related to such matters to such Party. Each Party shall use its reasonable best efforts to provide necessary assistance or signatures to the other Party to achieve the purposes of this Section 4.11(b) .

(ii)    Until such time as UpstreamCo and Parent complete the substitutions outlined in this Section 4.11(b) , each Party shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other environmental approvals or filings that remain in the other Party’s name but for which substitutions are to be made pursuant to this Section 4.11(b) .

(iii)    Notwithstanding anything in this Section 4.11(b) to the contrary, nothing in this Section 4.11(b) shall require either Party to take any actions that would reasonably be expected to increase the overall collective Liabilities of Parent and UpstreamCo, in the aggregate, to any Third Party.

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(c)     Standards for Remediation .

(i)    The Performing Party shall perform all Remediation Work and other remediation and compliance activities contemplated by this Section 4.11 , at a minimum, up to but not beyond the standards applicable to commercial/industrial uses.

(ii)    The Parties shall implement deed restrictions, engineering and other institutional controls, and risk-based corrective action to manage or close out any Remediation Work or other remediation and compliance activities contemplated by this Section 4.11 , provided that such deed restrictions, engineering and other institutional controls do not materially limit or materially increase the cost of the Non-Performing Party’s ongoing and future operations or the Performing Party’s ability to expand industrial or commercial operations or sell such any applicable property for industrial or commercial use in the future.

(iii)    Where feasible and commercially advantageous with respect to the cost for Remediation Work, waste from either Performing Party or non-Performing Party should be consolidated into existing on-site disposal areas.

(iv)    The Performing Party may take additional measures beyond the minimum required by this Section 4.11 , but at the sole expense of Performing Party, regardless of non-Performing Party’s share of liability for the Remediation Work unless required by the Governmental Authorities in which case the non-Performing Party will continue to pay its full share.

ARTICLE V

CERTAIN OTHER MATTERS

5.1     Tail Policies:   Directors and Officers Insurance, Fiduciary Liability Insurance , and Employment Practice Liability Insurance .

(a)    Prior to the Effective Time, Parent shall obtain and fully pay for “tail” directors and officers liability insurance policies having a policy period of six years from and after the Effective Time and providing prior acts coverage for claims made after the Effective Time with respect to wrongful acts that were committed prior to the Effective Time. Such directors and officers liability insurance policies, being referred to as the “ Combined Tail D&O Program ,” shall be consistent in all material respects with the directors and officers liability insurance policies maintained by Parent as of the Effective Time (except for policy period and provisions excluding coverage for wrongful acts committed after the Effective Time).

(b)    Prior to the Effective Time, Parent shall obtain and fully pay for fiduciary liability insurance policies having a policy period of six years from and after the Effective Time and providing prior acts coverage for claims made after the Effective Time

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with respect to wrongful acts that were committed prior to the Effective Time. Such fiduciary liability insurance policies, being referred to as the “ Combined Tail Fiduciary Program ,” shall be consistent in all material respects with the fiduciary liability insurance policies maintained by Parent as of the Effective Time (except for policy period and provisions excluding coverage for wrongful acts committed after the Effective Time).

(c)    Prior to the Effective Time, Parent shall obtain and fully pay for employment practices liability insurance policies having a policy period of six years from and after the Effective Time and providing prior acts coverage for claims made after the Effective Time with respect to wrongful acts that were committed prior to the Effective Time. Such employment practices liability insurance policies, being referred to as the “ Combined Tail Employment Practices Program ,” shall be consistent in all material respects with the employment practices liability insurance policies maintained by Parent as of the Effective Time (except for policy period and provisions excluding coverage for wrongful acts committed after the Effective Time).

(d)    Parent shall timely provide to UpstreamCo copies of all policies comprising the Combined Tail D&O Program, the Combined Tail Fiduciary Program and the Combined Tail Employment Practices Program as well as copies of all binders.

(e)    With respect to any claims that potentially implicate coverage provided under the Combined Tail D&O Program, the Combined Tail Fiduciary Program or the Combined Tail Employment Practices Program, on the one hand, and other insurance policies such as directors and officers liabilities insurance policies, fiduciary liability policies and employment practices liability insurance policies obtained by a Parent or UpstreamCo for wrongful acts committed after the Effective Time, on the other hand, UpstreamCo and Parent agree to cooperate and to act in good faith to ensure that an appropriate allocation of loss, if any, and an insurance contribution and Self-Insurance contribution, in accordance with the terms and provisions of the respective policies and the law, are effectuated.

5.2     Insurance Matters Generally .

(a)    From and after the Effective Time, Parent and any members of the Parent Group insured under the Parent Policies on or before the Effective Date shall continue to be insured under the Parent Policies and shall retain all of rights under the their Parent Policies to the same extent, including their rights to recover for, without limitation, any Parent Liabilities under the Parent Policies. From and after the Effective Time, UpstreamCo and any members of the UpstreamCo Group insured under UpstreamCo Policies on or before the Effective Date shall continue to be insured under the UpstreamCo Policies and shall retain all of their rights under the UpstreamCo Policies, including rights to recover for, without limitation, any UpstreamCo Liabilities under the UpstreamCo Policies.

(b)    Subject only to Sections 5.1 , 5.2(g) and 5.2(k) , in no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the UpstreamCo Group in the event that any

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insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the UpstreamCo Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. Subject only to Sections 5.1 , 5.2(g) and 5.2(l) , in no event shall UpstreamCo, any other member of the UpstreamCo Group or any UpstreamCo Indemnitee have Liability or obligation whatsoever to any member of the Parent Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Parent Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.

(c)    From and after the Effective Time, with respect to any UpstreamCo Liability, (i) UpstreamCo and each member of the UpstreamCo Group, to the extent permitted by law, will have and will be fully entitled to exercise all rights that any of them may have as of the Effective Time, including the right to make claims, under the Parent Policies, it being the intent that this Agreement shall not operate to reduce any insurance recovery that otherwise would be available in the absence of the Separation; and (ii) to the extent permitted by law and necessary to effectuate the purpose of this Section 5.2(c) , Parent assigns, transfers and conveys to UpstreamCo all rights to, proceeds from, and all claims and choses in action for coverage, defense, indemnity, payment and reimbursement provided under the Parent Policies to such members of the UpstreamCo Group with respect to UpstreamCo Liabilities, but solely to the extent that such policies provided coverage for such members of the UpstreamCo Group prior to the Effective Time with respect to such UpstreamCo Liabilities; provided that such access to, and such right to make claims under, Parent Policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, and any Self-Insurance, and shall be subject to the following additional conditions:

(i)    Subject to Section 5.2(o) , UpstreamCo will be solely responsible for notifying, tendering and submitting any claim for insurance coverage of any UpstreamCo Liability under the Parent Policies and for communicating with the issuers of the Parent Policies with respect to such claims for coverage. With respect to such UpstreamCo claim for coverage of an UpstreamCo Liability under the Parent Policies, (A) UpstreamCo shall provide to Parent contemporaneous copies of any such notifications, tenders, submissions and communications and (B) UpstreamCo shall have the right to notify, tender to, submit to, communicate with, and receive Insurance Proceeds from the issuers of the Parent Policies. Parent and UpstreamCo agree to consent to reasonable modifications, additions or deletions to such procedures before or after the Effective Time to effectuate the purpose of this Section and to furnish reasonable cooperation to each other to ensure that the purposes of Section 5.2(c) are effectuated;

(ii)    UpstreamCo and the members of the UpstreamCo Group shall timely indemnify, hold harmless and reimburse Parent and the members of the Parent Group for any Self-Insurance incurred by Parent or any members of the Parent Group to the extent attributable to any claims (or portions of claims) made by UpstreamCo or any

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other members of the UpstreamCo Group attributable to any UpstreamCo Liability under any Parent Policies, including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by UpstreamCo, any other member of the UpstreamCo Group, their employees or Third Parties;

(iii)    With respect to any UpstreamCo Liability, the members of the UpstreamCo Group shall exclusively bear and be liable for (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse UpstreamCo or any member of the UpstreamCo Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all claims (or portions of claims) attributable to such UpstreamCo Liability made by UpstreamCo or any member of the UpstreamCo Group under the Parent Policies; and

(iv)    For avoidance of doubt, with respect to any Parent Liability, the members of the Parent Group shall exclusively bear and be liable for (and neither UpstreamCo nor any members of the UpstreamCo Group shall have any obligation to repay or reimburse Parent or any member of the Parent Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all claims (or portions of claims) attributable to such Parent Liability made by Parent or any member of the Parent Group under the Parent Policies.

(d)    In the event an insurance policy aggregate limit of a Parent Policy under which any member of the UpstreamCo Group was covered prior to the Effective Time is exhausted, or is believed likely to be exhausted, due to noticed claims, the members of the UpstreamCo Group, on the one hand, and the members of the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group paid or payable by the issuers of the Parent Policies (including any submissions prior to the Effective Time) to the extent any such reinstatement of the policy is available; provided , that Parent and UpstreamCo may instead mutually agree not to reinstate the policy, in which event each Group shall bear its own future costs without regard to any insurance coverage that would have been otherwise provided such reinstatement. To the extent that the Parent Group or the UpstreamCo Group is allocated more than its pro rata portion of such reinstatement premium due to the timing of losses submitted to and paid by the issuers of the Parent Policies, UpstreamCo or Parent, respectively, shall promptly pay the other party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Further, (i) in the event Parent wishes to reinstate the Parent Policy, but UpstreamCo does not, Parent, in its sole discretion, shall have the right to pay the entire reinstatement premium, in which event Parent and the other members of the Parent Group shall have the exclusive right to recover Insurance Proceeds resulting from the reinstatement of the Parent Policy, and UpstreamCo shall cooperate with Parent in allowing Parent to exercise this right; and (ii) in the event UpstreamCo wishes to reinstate the Parent Policy, but Parent does not, UpstreamCo, in its sole discretion, shall have the right to pay the entire reinstatement premium, in which event UpstreamCo and the other members of the UpstreamCo Group shall have the exclusive right to recover Insurance Proceeds resulting from the reinstatement of the Parent Policy, and Parent shall cooperate with UpstreamCo in allowing UpstreamCo to exercise this right.

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(e)    From and after the Effective Time, with respect to any Parent Liability, (i) Parent and each member of the Parent Group, to the extent permitted by law, will have and will be fully entitled to exercise all rights that any of these may have as of the Effective Time, including the right to make claims, under the UpstreamCo Policies, it being the intent that this Agreement shall not operate to reduce any insurance recovery that otherwise would be available in the absence of the Separation; and (ii) to the extent permitted by law and necessary to effectuate the purpose of this Section 5.2(e) , UpstreamCo assigns, transfers, and conveys to Parent all rights to, proceeds from, and all claims and choses in action for coverage, defense, indemnitees, payment and reimbursement provided under the UpstreamCo Policies to such members of the Parent Group with respect to Parent Liabilities, but solely to the extent that such policies provided coverage for such members of the Parent Group prior to the Effective Time with respect to such Parent Liabilities; provided that such access to, and such right to make claims under, UpstreamCo Policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any Self-Insurance, and shall be subject to the following additional conditions:

(i)    Subject to Section 5.2(o) , Parent will be solely responsible for notifying, tendering and submitting any claim for insurance coverage of any Parent Liability under the UpstreamCo Policies and for communicating with the issuers of the UpstreamCo Policies with respect to such claims for coverage. With respect to a Parent claim for coverage of a Parent Liability under the UpstreamCo Policies, (i) Parent shall provide to UpstreamCo contemporaneous copies of any such notifications, tenders, submissions and communications and (ii) Parent shall have the right to notify, tender to, submit to, communicate with, and receive Insurance Proceeds from the issuers of the UpstreamCo Policies. UpstreamCo and Parent agree to consent to reasonable modifications, additions or deletions to such procedures before or after the Effective Time to effectuate the purposes of this Section and to furnish reasonable cooperation to each other to ensure that the purpose of this Section 5.2(e) is effectuated;

(ii)    Parent and the members of the Parent Group shall timely indemnify, hold harmless and reimburse UpstreamCo and the members of the UpstreamCo Group for any Self-Insurance incurred by UpstreamCo or any members of the UpstreamCo Group to the extent resulting from any claims (or portions of claims) made by Parent or any other members of the Parent Group attributable to any Parent Liability under any UpstreamCo Policies, including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by Parent, any other member of the Parent Group, their employees or Third Parties;

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(iii)    With respect to any Parent Liability, the members of the Parent Group shall exclusively bear and be liable for (and neither UpstreamCo nor any members of the UpstreamCo Group shall have any obligation to repay or reimburse Parent or any member of the Parent Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all claims (or portions of claims) attributable to such Parent Liability made by Parent or any member of the Parent Group under the UpstreamCo Policies; and

(iv)    For avoidance of doubt, with respect to UpstreamCo Liability, the members of the UpstreamCo Group shall exclusively bear and be liable for (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse UpstreamCo or any member of the UpstreamCo Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all claims (or portions of claims) attributable to such UpstreamCo Liability made by UpstreamCo or any member of the UpstreamCo Group under the UpstreamCo Policies.

(f)    In the event an insurance policy aggregate limit of a UpstreamCo Policy under which any member of the Parent Group was covered prior to the Effective Time is exhausted, or is believed likely to be exhausted, due to noticed claims, the members of the Parent Group, on the one hand, and the members of the UpstreamCo Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group paid or payable by issuers of the UpstreamCo Policies (including any submissions prior to the Effective Time) to the extent any such reinstatement of the policy is available; provided , that UpstreamCo and Parent may instead mutually agree not to reinstate the policy, in which event the members of each Group shall bear their own future costs without regard to any insurance coverage that would have been otherwise provided such reinstatement. To the extent that the UpstreamCo Group or the Parent Group is allocated more than its pro rata portion of such reinstatement premium due to the timing of losses submitted to or paid by issuers of the UpstreamCo Policies, Parent or UpstreamCo, respectively, shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Further, (i) in the event UpstreamCo wishes to reinstate the UpstreamCo Policies, but Parent does not, UpstreamCo, in its sole discretion, shall have the right to pay the entire reinstatement premium, in which event UpstreamCo and the other members of the UpstreamCo Group shall have the exclusive right to recover Insurance Proceeds resulting from the reinstatement of the UpstreamCo Policies, and Parent shall cooperate with UpstreamCo in allowing UpstreamCo to exercise this right; and (ii) in the event Parent wishes to reinstate the UpstreamCo Policies, but UpstreamCo does not, Parent, in its sole discretion, shall have the right to pay the entire reinstatement premium, in which event Parent and the other members of the Parent Group shall have the exclusive right to recover Insurance Proceeds resulting from the reinstatement of the UpstreamCo Policies, and UpstreamCo shall cooperate with Parent in allowing Parent to exercise this right.

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(g)    The limits of the Parent Policies and UpstreamCo Policies shall be paid and payable, and the Self-Insurance pertaining thereto shall be applicable and applied, on a first-come first-served basis, absent any agreement between Parent and UpstreamCo to modify this first come-first served method of payment; provided , however , no member of the UpstreamCo Group or the Parent Group shall, or shall seek to, accelerate or delay either the notification and submission of claims, on the one hand, or the demand for coverage for and receipt of insurance payments, on the other hand, in a manner that would differ from that which each would follow in the ordinary course when acting without regard to sufficiency of limits or the terms of Self-Insurance. Further, in the event that either UpstreamCo or Parent becomes aware of information that would lead it reasonably to expect that the policy limits or the Self-Insurance limits of a Parent Policy or UpstreamCo Policy (in either case, under which members of the Parent Group and UpstreamCo Group are both insured) are likely to be exhausted based on existing insurance claims, it shall promptly notify the other in writing of that expectation, the basis therefor, and the parties shall cooperate to ensure that the purposes and intent of the second sentence of this Section 5.2(g) are properly effectuated.

(h)    Except as provided in Section 5.1 , at the Effective Time, UpstreamCo and Parent shall have in effect all insurance programs required to comply with their respective contractual obligations and such other insurance policies required by law or as reasonably necessary or appropriate for companies operating a business similar to UpstreamCo’s or Parent’s, respectively. Such insurance programs may include general liability, commercial auto liability, workers’ compensation, employer’s liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. Except as provided in Section 5.1 , neither Parent nor any of the members of the Parent Group shall have any obligation to secure extended reporting for any claims under any Liability policies of Parent or any member of the Parent Group for any acts or omissions by any member of the UpstreamCo Group committed prior to the Effective Time.

(i)    All payments and reimbursements owed by Parent to UpstreamCo pursuant to Section 5.1 and this Section 5.2 shall be made within 60 days after Parent’s receipt of an invoice therefor from UpstreamCo.

(j)    All payments and reimbursements owed by UpstreamCo to Parent pursuant to Section 5.1 and this Section 5.2 shall be made within 60 days after UpstreamCo’s receipt of an invoice therefor from Parent.

(k)    In the event that after the Effective Time, Parent proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Parent Policies under which a member of the UpstreamCo Group has or may in the future have rights to assert claims pursuant to this Section 5.2 in a manner that would reasonably be expected to adversely affect any such rights of a member of the UpstreamCo in any material respect, (i) Parent will give UpstreamCo 30 days prior written notice thereof and consult with UpstreamCo with respect to such action, (ii) Parent will not take such action without the prior written consent of UpstreamCo, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Parent will pay to UpstreamCo its equitable

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share (which shall be mutually agreed upon by Parent and UpstreamCo, acting in all cases reasonably and without unreasonable delay), if any, of any net proceeds actually received by Parent (or any member of the Parent Group) from the insurer under the applicable Parent Policy as a result of such action by Parent (after deducting Parent’s out-of-pocket expenses incurred in connection with such action).

(l)    In the event that after the Effective Time, UpstreamCo proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any UpstreamCo Policies under which a member of the Parent Group has or may in the future have rights to assert claims pursuant to this Section 5.2 in a manner that would reasonably be expected to adversely affect any such rights of a member of the Parent in any material respect, (i) UpstreamCo will give Parent 30 days prior written notice thereof and consult with Parent with respect to such action, (ii) UpstreamCo will not take such action without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) UpstreamCo will pay to Parent its equitable share (which shall be mutually agreed upon by UpstreamCo and Parent, acting in all cases reasonably and without unreasonable delay), if any, of any net proceeds actually received by UpstreamCo (or any member of the UpstreamCo Group) from the insurer under the applicable UpstreamCo Policy as a result of such action by UpstreamCo (after deducting UpstreamCo’s out-of-pocket expenses incurred in connection with such action).

(m)    This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group or the UpstreamCo Group in respect of any insurance policy or any other contract or policy of insurance.

(n)    An insurance carrier that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the provisions of this Section 5.2 , have any subrogation rights against any member of the Parent Group or UpstreamCo Group with respect thereto, it being expressly understood and agreed that no insurance carrier or any Third Party shall be entitled to a benefit ( i.e. , a benefit such Person would not be entitled to receive in the absence of the Separation) by virtue of the provisions hereof. No provision of this Agreement is intended to relieve any insurer of any Liability under any policy.

(o)    Parent and UpstreamCo intend that with respect to UpstreamCo Liabilities and Parent Liabilities, recoveries under Parent Policies and UpstreamCo Policies shall be available to no lesser extent than would have been the case in the absence of the Separation. Parent and UpstreamCo and the members of Parent Group and UpstreamCo Group agree to provide all reasonable and timely cooperation necessary to ensure that the provisions of Section 5.1 and this Section 5.2 are effectuated, including but not limited to:

(i)    providing for an orderly transition of insurance coverage from and after the Effective Time;

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(ii)    timely exchanging information regarding depletion or exhaustion of insurance policy limits, including loss runs;

(iii)    providing any consents, not to be unreasonably withheld or delayed, necessary to allow for recovery of Insurance Proceeds, including communicating with the issuers of the Parent Policies and the UpstreamCo Policies (A) the consent, as necessary, of Parent to allow UpstreamCo to effectively make claims for and to pursue insurance recoveries in accordance with the terms of this Section 5.2 , and (B) the consent of UpstreamCo to allow Parent to effectively make claims for and to pursue insurance recoveries in accordance with the terms of this Section 5.2 ;

(iv)    allowing Parent or other member of the Parent Group to make claims for an insurance recovery and communicate and negotiate with insurers in the name of UpstreamCo (or other member of the UpstreamCo Group), including the initiation of litigation or arbitration, subject to the consent of UpstreamCo or other member of the UpstreamCo Group, not to be unreasonably withheld or delayed, and to provide reasonable cooperation to such members of the Parent Group with respect to such claims. The out-of-pocket costs of making such claims shall be borne by Parent;

(v)    allowing UpstreamCo or other member of the UpstreamCo Group to make claims for an insurance recovery and communicate and negotiate with insurers in the name of Parent or other member of the Parent Group, including the initiation of litigation or arbitration, subject to the consent of Parent or other member of the Parent Group, not to be unreasonably withheld or delayed, and to provide reasonable cooperation to such member(s) of the UpstreamCo Group with response to such claims. The out-of-pocket costs of making such claims shall be borne by UpstreamCo;

(vi)    timely providing to UpstreamCo copies in the possession of Parent of communications to and from insurers regarding coverage for any UpstreamCo Liability;

(vii)    timely providing to Parent copies in the possession of UpstreamCo of communications to and from insurers regarding any Parent Liability;

(viii)    timely providing to UpstreamCo copies of any Parent Policies under which on or prior to the Effective Time any member of the UpstreamCo Group was an insured as well as any documentation relating to the procurement of such policies; and

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(ix)    timely providing to Parent copies of UpstreamCo Policies under which on or prior to the Effective Time any member of the Parent Group was an insured as well as any documentation relating to the procurement of such policies.

Parent and the other members of the Parent Group shall notify and make claims for coverage under a Parent Policy of an UpstreamCo Liability but only if all of the following are applicable: (a) UpstreamCo requests that Parent or other member of the Parent Group notify and make such claims for coverage; (b) it is impractical for UpstreamCo and other members of the UpstreamCo Group themselves to notify and make such claims for coverage of an UpstreamCo Liability under the Parent Policies; and (c) Parent consents to make and notify such claims for coverage of a UpstreamCo Liability under the Parent Policies, such consent not to be unreasonably withheld. The non de minimis out-of-pocket costs of making such claims shall be borne by UpstreamCo. UpstreamCo and the other members of the UpstreamCo Group shall notify and make claims for coverage under an UpstreamCo Policy of a Parent Liability but only if all of the following are applicable: (a) Parent requests that UpstreamCo or other member of the UpstreamCo Group notify and make such claims for coverage; (b) it is impractical for Parent and other members of the Parent Group themselves to notify and make such claims for coverage of an Parent Liability under the UpstreamCo Policies; and (c) UpstreamCo consents to make and notify such claims for coverage of a Parent Liability under the UpstreamCo Policies, such consent not to be unreasonably withheld. The non de minimis out-of-pocket costs of making such claims shall be borne by Parent.

(p)    To the extent that any member of the Parent Group incurs out of pocket expenses in cooperating with any member of the UpstreamCo Group as required in this Section 5.2 , UpstreamCo shall reimburse Parent for such reasonable non de minimis out-of-pocket expenses provided that: (i) Parent shall have given UpstreamCo advance written notice of its intent to recover such out-of-pocket expenses from UpstreamCo and a reasonable estimate of the amount and nature of such expenses; and (ii) Parent shall reasonably cooperate with UpstreamCo in managing the out-of-pocket expenses in an efficient manner.

(q)    To the extent that any member of the UpstreamCo Group incurs out of pocket expenses in cooperating with any member of the Parent Group as required in this Section 5.2 , Parent shall reimburse UpstreamCo for such reasonable non de minimis out-of-pocket expenses provided that: (i) UpstreamCo shall have given Parent advance written notice of its intent to recover such out-of-pocket expenses from Parent and a reasonable estimate of the amount and nature of such expenses; and (ii) UpstreamCo shall reasonably cooperate with Parent in managing the out-of-pocket expenses in an efficient manner.

5.3     Late Payments . Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to Prime Rate plus two (2%) percent.

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5.4     Treatment of Payments for Tax Purposes . For all applicable income tax purposes, the Parties agree to treat any payment required by this Agreement as set forth in Section 13.01 of the Tax Matters Agreement.

5.5     Inducement . Each of UpstreamCo and Parent acknowledges and agrees that the other’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by its covenants and agreements in this Agreement and the Ancillary Agreements, including its assumption and/or retention of the UpstreamCo Liabilities or the Parent Liabilities, as applicable, pursuant to the Separation and the provisions of this Agreement and its covenants and agreements contained in Article IV .

5.6     Post-Effective Time Conduct . The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV ) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

5.7     Certain Businesses .

(a)    Parent’s and UpstreamCo’s rolling businesses have operated as a unified part of Parent and management, assets, intellectual property and know-how, customers, suppliers, and systems are shared between such businesses. As a result, the provisions of this Section 5.7 are necessary to (i) allow each Party to operate its respective rolling businesses effectively and competitively and (ii) protect each Party, in light of the substantial investment of time and financial resources in such businesses and each Party’s knowledge of the other Party’s customers, markets, strategy, technology, intellectual property and know-how, suppliers and personnel, against potential damage from the wrongful use of such knowledge.

(b)    The Parties hereby acknowledge the following:

(i)    pursuant to this Agreement, Parent’s Warrick rolling mill (“ Warrick ”) and 25.1% interest in the Ma’aden Rolling Company (“ MRC ”) are UpstreamCo Assets and Parent’s Tennessee rolling mill (“ Tennessee ”) is a Parent Asset, in each case as a result of the Parties’ intent for Parent’s North American can body stock and certain other businesses to be allocated to UpstreamCo and Parent’s Automotive Sheet business and certain other businesses to be retained by Parent; and

(ii)    Warrick currently produces the Warrick Current Product Lines, MRC currently produces the MRC Current Product Lines and Tennessee currently produces the Tennessee Current Product Lines.

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(c)    The Parties hereby agree that from and after the Effective Time until the fourth anniversary thereof:

(i)    neither the UpstreamCo Group nor UpstreamCo’s Affiliates shall, directly or indirectly, produce, design, develop (including without limitation customer trials or qualifications), manufacture or sell (including without limitation negotiations with customers related to sales to be made after expiration of this Section 5.7 ) any Excluded UpstreamCo Product Lines; provided that the foregoing restriction in this Section 5.7(c)(i) does not apply to MRC;

(ii)    neither the Parent Group nor the Parent’s Affiliates shall, directly or indirectly, produce, design, develop, manufacture or sell any Excluded Parent Product Lines, provided that:

(A) Parent’s Affiliate in Samara, Russia, may produce, design, develop (including without limitation customer trials or qualifications), manufacture and sell (including without limitation negotiations with customers related to sales to be made after expiration of this Section 5.7 ) Excluded Parent Product Lines (A) through (F) to end-use customers located in the Russian Federation, the Ukraine, Kazakhstan, Belorussia, Finland, or Poland;

(B) Parent’s Affiliate in Bohai (“ Bohai ”) of the People’s Republic of China (“ PRC ”) may produce, design, develop (including without limitation customer trials or qualifications), manufacture and sell (including without limitation negotiations with customers related to sales to be made after expiration of this Section 5.7 ) Excluded Parent Product Lines (A) through (F) to: (I) end-use customers in the PRC, (II) fulfill contractual supply commitments made by Bohai to its customers in all countries outside of the PRC in effect as of the date of this Agreement until such contractual supply commitments expire, terminate or are otherwise satisfied or voided, without further amendment or extension, and (III) end customers in Southeast Asian countries outside of the PRC, not under a current contractual commitment, until such time as UpstreamCo informs Parent in writing that MRC is ready to supply the Excluded Parent Product Lines (A) through (F), on a product-by-product basis, to the Southeast Asian customers under this subsection (III) and Bohai is able to transition such production to MRC;

(C) Parent’s Affiliate in Lancaster, Pennsylvania may produce, design, develop (including without limitation customer trials or qualifications), manufacture and sell (including without limitation negotiations with customers related to sales to be made after expiration of this Section 5.7) Excluded Parent Product Line (G) to the extent it produces, designs, develops, manufactures and sells such products as of the Effective Date; and

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(D) Tennessee may produce, manufacture and supply to UpstreamCo any of the Excluded Parent Product Lines to the extent permitted under the Toll Processing and Services Agreement.

Notwithstanding anything in this Agreement to the contrary, but subject to the terms of Section 5.7(e), (A) Section 5.7(c)(ii) shall survive any acquisition or Change of Control of Parent and, for the avoidance of doubt, Parent’s Affiliates for purposes thereof shall include, without limitation, any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of Parent as a result of such Change of Control, and (B) Sections 5.7(c)(i) shall survive any acquisition or Change of Control of UpstreamCo and, for the avoidance of doubt, UpstreamCo’s Affiliates for purposes thereof shall include, without limitation, any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of UpStreamCo as a result of such Change of Control.

(d)    For purposes of this Section 5.7 , the definitions of Warrick Current Product Lines, MRC Current Product Lines, Excluded UpstreamCo Product Lines, Tennessee Current Product Lines, Excluded Parent Product Lines, Automotive Sheet, UpstreamCo Restricted Business and Parent Restricted Business are set forth on Schedule 5.7 .

(e)    Notwithstanding the foregoing, none of the following shall constitute a breach of Section 5.7(c) (except to the extent set forth in the provisos to this Section 5.7(e) ):

(i)    the purchase or ownership by the UpstreamCo Group or the Parent Group of a Person or business that derives less than 10% of its total annual revenues from an UpstreamCo Restricted Business or the Parent Restricted Business, respectively, in each case measured for the fiscal year ended immediately prior to the date of purchase or commencement of ownership;

(ii)    the purchase or ownership by the UpstreamCo Group or the Parent Group of a Person or business that derives an amount greater than 10% of its total annual revenues from an Upstream Restricted Business or a Parent Restricted Business, respectively, in each case measured for the fiscal year ended immediately prior to the date of purchase or commencement of ownership, provided that such Group shall divest, to an unaffiliated third party, the UpstreamCo Restricted Business or the Parent Restricted Business, as applicable, operated by such acquired Person or business or otherwise reduce the UpstreamCo Restricted Business or Parent Restricted Business, as applicable, operated by such acquired Person or business in size to constitute less than the greater of 10% of its total annual revenues, measured for the fiscal year ended immediately prior to the date of such purchase, by the date that is one year following the date of such purchase; provided , that such one-year period shall be extended to the date on which all approvals from any

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Governmental Authority required to complete the divestiture are received (but no later than the 18-month anniversary following the acquisition of such Person or business) if such approvals are not received by the first anniversary following the acquisition;

(iii)    the direct or indirect ownership by the UpstreamCo Group or the Parent Group of publicly traded interests in or securities of any Person engaged in an UpstreamCo Restricted Business or Parent Restricted Business, respectively, to the extent that such investment does not, directly or indirectly, confer on such Group more than 10% of the voting power of such Person, or the investment in any fund in which the UpstreamCo Group or the Parent Group has no discretion with respect to the investment strategy of such fund; and

(iv)    the design, development, manufacture or sale of products or applications that do not comprise the UpstreamCo Restricted Business or Parent Restricted Business but that incorporate such restricted products or applications as components.

(f)    If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 5.7 invalid or unenforceable, the Parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to and shall reform this Section 5.7 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

(g)    Each Party acknowledges and agrees that the agreements and covenants set forth in this Section 5.7 are (i) necessary to protect the legitimate business interests of the other Party, (ii) reasonable as to time, geographic area and scope of activity and do not impose a greater restraint on the activities of such Party than is reasonable necessary to protect such legitimate interests the other Party, and (iii) reasonable in light of the consideration and other value provided, directly or indirectly, to such Party by the other Party pursuant to this Agreement and the Separation. Each Party hereby waives any and all rights to contest the validity of the agreements and covenants set forth in this Section 5.7 on the ground of the reasonableness of the length of their term or the breadth of their geographic area or scope of activity.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1     Agreement for Exchange of Information and Cooperation .

(a)    Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and UpstreamCo, on behalf of itself and each member of its

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Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after request therefor, any information and documents or other materials (or a copy thereof) in the possession or under the control of such Party or its Group that the requesting Party or its Group requests to the extent that (i) such information relates to the UpstreamCo Business, or any UpstreamCo Asset or UpstreamCo Liability, if UpstreamCo is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is reasonably requested in connection with the requesting Party’s compliance with its obligations under this Agreement or any Ancillary Agreement, or under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking to which it or any member of its Group is a party or by which any of their respective properties or assets are bound; (iii) such information is reasonably requested in connection with the requesting Party’s compliance with any obligation imposed by any Governmental Authority or under any applicable Law or securities exchange rule; or (iv) such information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the other Party’s Group under guarantees and other obligations that have not been fully novated, replaced and/or transferred to such other Party’s Group in accordance with Sections 2.5 and 2.6; provided , however , that, in the event that the Party to whom the request has been made determines that any such provision of information could be commercially detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4 .

(b)    Without limiting the generality of the foregoing, following the Effective Time, each Party shall use its commercially reasonable efforts to cooperate with the other Party in its information requests and other reasonable requests to enable (i) the other Party to meet its applicable financial reporting and related obligations under applicable Laws and securities exchange rules and timetable for dissemination of its earnings releases, financial statements, and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws; (iii) the other Party to meet its other applicable obligations imposed by any Governmental Authority or under any applicable Law or securities exchange rule; and (iv) the other Party

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to meet its applicable obligations under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking to which it or any member of its Group is a party or by which any of their respective properties or assets are bound.

6.2     Ownership of Information . The provision of any information pursuant to Section 6.1 or 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such information.

6.3     Compensation for Providing Information . A Party requesting information shall reimburse the other Party for any non-de minimis, reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4     Record Retention . To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, each Party agrees to use reasonable best efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in its possession or control at the Effective Time in accordance with the policies of Parent as in effect at the Effective Time or such other policies as may be adopted by Parent after the Effective Time ( provided that Parent notifies UpstreamCo in writing of any such change); provided , however , that in the case of any information relating to Taxes, employee benefits or Environmental Liabilities, such retention period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof). Notwithstanding the foregoing, Section 9.01 of the Tax Matters Agreement shall govern the retention of Tax Records (as defined in the Tax Matters Agreement) and Section 9.01 of the Employee Matters Agreement shall govern the retention of employment and benefits related records.

6.5     Limitations of Liability . Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4 .

6.6     Other Agreements Providing for Exchange of Information .

(a)    The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

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(b)    Any party that receives, pursuant to a request for information in accordance with this Article VI , Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or destroy it, at the providing Party’s election; and (ii) deliver to the providing Party a written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7     Production of Witnesses; Records; Cooperation .

(a)    After the Effective Time, except in the case of an adversarial Action or Dispute between Parent and UpstreamCo, or any members of their respective Groups, each Party shall use commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without unreasonable burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b)    If an Indemnifying Party elects to defend any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without unreasonable burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense or any related settlement or compromise, and shall otherwise cooperate in such defense or any related settlement or compromise.

(c)    Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d)    Without limiting any provision of this Section 6.7 and subject to the terms of the Intellectual Property Agreements, each Party agrees to cooperate, and to cause the members of its Group to cooperate, with the other Party and the members of its Group in the defense of any infringement or similar claim with respect to any Intellectual Property, and each Party agrees not to, and not to permit any member of its respective Group to, claim to acknowledge, the validity or infringing use of any Intellectual Property of a Third Parties in a manner that would hamper or undermine the defense of such infringement or similar claim.

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(e)    The obligation of the Parties to provide witnesses pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whether such person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a) ).

6.8     Privileged Matters .

(a)    The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the UpstreamCo Group, and that each of the members of the Parent Group and the UpstreamCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges and immunities that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services shall be rendered solely for the benefit of the Parent Group or the UpstreamCo Group, as the case may be.

(b)    The Parties agree as follows:

(i)    Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Parent Business and not to the UpstreamCo Business, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the UpstreamCo Group. Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Parent Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the UpstreamCo Group.

(ii)    UpstreamCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the UpstreamCo Business and not to the Parent Business, whether or not the Privileged Information is in the possession or under the control of any member of the UpstreamCo Group or any member of the Parent Group. UpstreamCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any UpstreamCo Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the UpstreamCo Group or any member of the Parent Group.

(iii)    If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the

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procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Parent Business, solely to the UpstreamCo Business, or to both the Parent Business and the UpstreamCo Business.

(c)    Subject to the remaining provisions of this Section   6.8 , the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section   6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d)    If any dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of its Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. In addition, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e)    In the event of any adversarial Action between Parent and UpstreamCo, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section   6.8(c) ; provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f)    Upon receipt by either Party, or by any member of its Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees has received any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section   6.8 or otherwise to prevent the production or disclosure of such Privileged Information.

(g)    Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Parent and UpstreamCo set forth in this Section   6.8 and in Section   6.9 to maintain the confidentiality

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of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that (i) their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise, and (ii) in the event of any exchange by one Party to the other Party of any Privileged Information that should not have been transferred pursuant to the terms of this Article VI , the Party receiving such Privileged Information shall promptly return such Privileged Information to and at the request of the Party that has the right to assert the privilege or immunity.

(h)    In connection with any matter contemplated by Section 6.7 or this Section 6.8 , the Parties agree to, and to cause the applicable members of their Group to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements to implement and/or supersede the provisions of Section 6.7 or this Section 6.8 where necessary or useful for this purpose.

6.9     Confidentiality .

(a)     Confidentiality .   Subject to Section 6.10 and, and without prejudice to any longer period that may be provided for in any of the Ancillary Agreements, from and after the Effective Time until the five-year anniversary of the Effective Time, each of Parent and UpstreamCo, on behalf of itself and each member of its Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such other Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of such other Party or any member of such other Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of its Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

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(b)     No Release; Return or Destruction .   Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10 . Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any legal hold or other document preservation obligation, each Party shall promptly, at the request of the other Party, either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided , that the Parties may retain electronic back-up versions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided further , that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

(c)     Third-Party Information; Privacy or Data Protection Laws . Each Party acknowledges that it and the members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or legally-protected personal information relating to, Third Parties (i) that was received under privacy policies and/or confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected by privacy policies, as well as privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or legally-protected personal information relating to, Third Parties in accordance with privacy policies and privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

6.10     Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other

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Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

DISPUTE RESOLUTION

7.1     Good-Faith Negotiation . Subject to Section 7.4 and except as otherwise provided in any Ancillary Agreement, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are UpstreamCo Assets, any Liabilities are UpstreamCo Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “ Dispute ”), shall provide written notice thereof to the other Party (the “ Initial Notice ”), and within thirty (30) days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of such notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1 , the Dispute shall be submitted to mediation in accordance with Section 7.2 .

7.2     Mediation . Any Dispute not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “ Mediation Request ”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“ CPR ”) Mediation Procedure, except as modified herein. The mediation shall be held in (i) New York, New York, if the Parties each maintain corporate headquarters in such city at the time a Mediation Request is submitted, (ii) Pittsburgh, Pennsylvania, if one or both of the Parties does not maintain corporate headquarters in New York, New York at the time a Mediation Request is submitted, or (iii) such other place as the Parties may mutually agree in writing. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Request, then a Party may request (on written notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may

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be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3 .

7.3     Arbitration .

(a)    In the event that a Dispute has not been resolved within sixty (60) days of the appointment of a mediator in accordance with Section 7.2 , or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “ Arbitration Request ”) be submitted to be finally resolved by binding arbitration pursuant to the CPR arbitration procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 7.2 . Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10 million; or (ii) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $10 million or more.

(b)    The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party shall name an arbitrator; and (ii) the two (2) Party-appointed arbitrators shall thereafter, within thirty (30) days from the date on which the second of the two (2) arbitrators was named, name a third, independent arbitrator who shall act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR arbitration procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator shall be appointed pursuant to the CPR arbitration procedure. If the arbitration shall be before a sole independent arbitrator, then the sole independent arbitrator shall be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day period, then upon written application by either Party, the sole independent arbitrator shall be appointed pursuant to the CPR arbitration procedure.

(c)    The arbitrator(s) shall have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) shall not award any relief not specifically requested by the Parties and, in any event, shall not award any indirect, punitive, exemplary, remote, speculative or similar

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damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4 , the arbitrator(s) may affirm or disaffirm that relief, and the parties shall seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Article VII shall toll the applicable statute of limitations for the duration of any such proceedings.

7.4     Litigation and Unilateral Commencement of Arbitration . Notwithstanding the foregoing provisions of this Article VII , (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Sections 7.1 , 7.2 and 7.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Sections 7.2 and 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other Party has failed, within the applicable periods set forth in Section 7.3 , to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR arbitration procedure.

7.5     Conduct During Dispute Resolution Process . Unless otherwise agreed in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by hereby and thereby during the course of dispute resolution pursuant to the provisions of this Article VII unless such commitments are the specific subject of the Dispute at issue.

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1     Further Assurances .

(a)    In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)    Without limiting the foregoing, prior to, on and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person

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under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the UpstreamCo Assets and the Parent Assets and the assignment and assumption of the UpstreamCo Liabilities and the Parent Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c)    On or prior to the Effective Time, Parent and UpstreamCo in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions that are reasonably necessary or desirable to be taken by Parent, UpstreamCo or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d)    Parent and UpstreamCo, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of UpstreamCo or any other member of the UpstreamCo Group, on the one hand, or of Parent or any other member of the Parent Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) of the preceding sentence, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2     Continued Use of Alcoa Name . Except as otherwise provided in the Intellectual Property Agreements or the Transition Services Agreement, Parent undertakes to (and to cause the members of the Parent Group to) discontinue the use of the name “Alcoa” and the related trademark symbol as soon as reasonably practicable after the Effective Time, but in any case not longer than the period set forth in the Intellectual Property Agreements or the Transition Services Agreement (the “ Transition Period ”). Notwithstanding the foregoing, effective as of the Effective Time, UpstreamCo, on behalf of itself and its Affiliates, hereby grants to the members of the Parent Group a non-exclusive, sublicenseable, worldwide and royalty-free license to use and have used the name “Alcoa” and the related trademark symbol for the sale of inventory containing the such name or trademark applied to such products created: (a) prior to the Effective Time and (b) during the Transition Period; provided, that Parent shall

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(and shall cause the members of the Parent Group and its sublicensees to) use such name or trademark at a level of quality equivalent to that in effect as of the Effective Time. In addition, the UpstreamCo to Parent Trademark License Agreement grants to the Parent Group the exclusive right to use the name “Alcoa” and related trademarks with respect to product types sold by the Parent Group in connection with the Parent Business in order to protect against their use in competition with the Parent Group by UpstreamCo, Third Parties or acquirers of UpstreamCo; the Parent Group will not, however, use such name or trademarks except in connection with those products licensed to the Parent Group in the UpstreamCo to Parent Trademark License Agreement.

8.3     Domain Name Use . Upon the request of a Party that used a domain name in connection with its business prior to the date of this Agreement, the Party now owning the domain name will re-direct traffic for that domain name to a domain name identified by the requesting Party for a period ending one year after the date of the Agreement.

ARTICLE IX

TERMINATION

9.1     Termination . This Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including UpstreamCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2     Effect of Termination . In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1     Counterparts; Entire Agreement; Corporate Power .

(a)    This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto or the parties thereto, respectively, and delivered to the other Party hereto or parties thereto, respectively.

(b)    This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

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(c)    Parent represents on behalf of itself and each other member of the Parent Group, and UpstreamCo represents on behalf of itself and each other member of the UpstreamCo Group, as follows:

(i)    each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii)    this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d)    Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it shall not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it shall as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

10.2     Governing Law .

(a)    This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

(b)    Subject to the provisions of Article VII , each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally

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(i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts.

10.3     Assignability . Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties hereto and the parties thereto, respectively, and their respective successors and permitted assigns; provided , however , that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole ( i.e. , the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a Change of Control, provided that nothing in this Section 10.3 shall limit the terms of Section 5.7(b) .

10.4     Third-Party Beneficiaries . Except for any Parent Indemnitee or UpstreamCo Indemnitee (in their respective capacities as such) expressly entitled to indemnification rights under this Agreement or any Ancillary Agreement, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties hereto and parties thereto, respectively, and are not intended to confer upon any other Person any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5     Notices . All notices, requests, claims, demands or other communications under this Agreement and, to the extent, applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by

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delivery of an original via overnight courier service or by registered or certified mail postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5 ):

If to Parent, to:

Alcoa Inc.

390 Park Avenue

New York, New York 10022

Attention: Chief Legal Officer

Facsimile: 212-836-2816

and

Alcoa Inc.    

390 Park Avenue

New York, New York 10022

Attention: Chief Financial Officer

Facsimile: 212-836-2813

If to UpstreamCo, to:

Alcoa Upstream Corporation

201 Isabella Street

Pittsburgh, Pennsylvania 15212

Attn: General Counsel

Facsimile: 412-992-5440

and

Alcoa Upstream Corporation    

390 Park Avenue

New York, New York 10022

Attn: Chief Financial Officer

Facsimile: 212-518-5491

A Party may, by notice to the other Party, change the address to which such notices are to be given.

10.6     Severability . If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

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10.7     Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay unless this Agreement has previously been terminated under Article IX . A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8     No Set-Off . Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

10.9     Publicity . Prior to the Effective Time, each of UpstreamCo and Parent shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

10.10     Expenses . Except as otherwise expressly set forth in this Agreement (including Section 2.14(b) ) or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all costs and expenses incurred (a) on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Registration Statement, the Separation and the Distribution and the consummation of the transactions contemplated hereby and thereby shall be charged to and paid by Parent and (b) after the Effective Time shall be borne by the Party or its applicable Subsidiary incurring such costs or expenses.

10.11     Headings . The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

10.12     Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

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10.13     Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement must be in writing and shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.14     Specific Performance . Subject to the provisions of Article VII , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party hereto or parties thereto, respectively, who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of their respective rights under this Agreement or such Ancillary Agreement, as applicable, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15     Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.16     Interpretation . In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and each Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in Pittsburgh, Pennsylvania or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing

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extends, and such phrase shall not mean simply “if”; and (k) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to October 31, 2016.

10.17     Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither UpstreamCo or any member of the UpstreamCo Group, on the one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.18     Performance . Parent shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Parent Group. UpstreamCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the UpstreamCo Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

10.19     Mutual Drafting . This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.

[Signature Page to Separation and Distribution Agreement]

[Signature Page to Separation and Distribution Agreement]

Exhibit 2.2

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

ALCOA INC.

AND

ALCOA UPSTREAM CORPORATION

DATED AS OF OCTOBER 31, 2016

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2016 (this “ Agreement ”), is by and between Alcoa Inc., a Pennsylvania corporation (“ Parent ”), and Alcoa Upstream Corporation, a Delaware corporation (“ UpstreamCo ”).

R E C I T A L S:

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that will operate the UpstreamCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the UpstreamCo Business from the Parent Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of eighty and one tenth of a percent (80.1%) of the outstanding UpstreamCo Shares owned by Parent (the “ Distribution ”);

WHEREAS, in order to effectuate the Separation and the Distribution, Parent and UpstreamCo have entered into a Separation and Distribution Agreement, dated as of October 31, 2016 (the “ Separation and Distribution Agreement ”);

WHEREAS, in order to facilitate and provide for an orderly transition in connection with the Separation and the Distribution, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide Services to the other Party for a transitional period; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation and Distribution Agreement, and the Ancillary Agreements represent the integrated agreement of Parent and UpstreamCo relating to the Separation and Distribution, are being entered into together, and would not have been entered independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

“ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Charge ” and “ Charges ” have the meanings set forth in Section 2.03 .

“ Confidential Information ” means all Information that is either confidential or proprietary.

“ Dispute ” has the meaning set forth in Section 9.16(a) .

“ Distribution ” has the meaning set forth in the Recitals.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Force Majeure ” has the meaning set forth in the Separation and Distribution Agreement.

“ Governmental Authority ” has the meaning set forth in the Separation and Distribution Agreement.

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Intellectual Property Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Interest Payment ” has the meaning set forth in Section 4.02 .

“ Law ” has the meaning set forth in the Separation and Distribution Agreement.

“ Level of Service ” has the meaning set forth in Section 2.02(d) .

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“ Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

“ Minimum Service Period ” means the period commencing on the Distribution Date and ending thirty (30) days after the Distribution Date, unless otherwise specified with respect to a particular service on the Schedules hereto.

“ Parent ” has the meaning set forth in the Preamble.

“ Parent Board ” has the meaning set forth in the Recitals.

“ Parent Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Parent Shares ” has the meaning set forth in the Separation and Distribution Agreement.

“ Parties ” means the parties to this Agreement.

“ Person ” has the meaning set forth in the Separation and Distribution Agreement.

“ Prime Rate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Provider ” means, with respect to any Service, the Party identified on each Schedule hereto as the “Provider” of such Service hereunder.

“ Provider Indemnitees ” has the meaning set forth in Section 7.03 .

“ Recipient ” means, with respect to any Service, the Party identified on each Schedule hereto as the “Recipient” of such Service hereunder.

“ Recipient Indemnitees ” has the meaning set forth in Section 7.04 .

“ Record Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Representatives ” has the meaning set forth in the Separation and Distribution Agreement.

“ Schedules ” shall mean the schedules attached to this Agreement, which specify, inter alia , the Services to be provided by Provider to Recipient pursuant to this Agreement.

“ Separation ” has the meaning set forth in the Recitals.

“ Separation and Distribution Agreement ” has the meaning set forth in the Recitals.

“ Service Baseline Period ” has the meaning set forth in Section 2.02(d) .

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“ Service Period ” means, with respect to any Service, the period commencing on the Distribution Date and ending on the earliest of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.03 , (b) the date that is the twenty-fourth (24) month anniversary of the Distribution Date, and (c) the date specified for termination of such Service in the Schedules hereto, as such date may be extended pursuant to Section 5.02.

“ Services ” has the meaning set forth in Section 2.01(a) .

“ Subsidiary ” has the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” has the meaning set forth in the Separation and Distribution Agreement.

“ Taxing Authority ” has the meaning set forth in the Tax Matters Agreement.

“ Termination Charges ” shall mean, with respect to the termination of any Service pursuant to Section 5.03(a)(i) or Section 5.03(b) , the sum of (a) any and all costs, fees and expenses (other than any severance or retention costs) incurred by the Provider of such Service principally as a result of the early termination of such Service; provided , however , that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses in connection with such early termination of such Service and credit any such reductions against the Termination Charges payable by the Recipient; and (b) any additional severance and retention costs, if any, that the Provider of such terminated Service incurs to employees who had been retained primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that such Provider would have paid to such employees if the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination).

“ Third Party ” shall mean any Person other than the Parties or any of their Affiliates.

“ Third-Party Claim ” shall mean any Action commenced by any Third Party against any Party or any of its Affiliates.

“ Transition Committee ” has the meaning set forth in the Separation and Distribution Agreement.

“ UpstreamCo ” has the meaning set forth in the Preamble.

“ UpstreamCo Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ UpstreamCo Shares ” has the meaning set forth in the Separation and Distribution Agreement.

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ARTICLE II

SERVICES

Section 2.01. Services .

(a) Commencing as of the Effective Time, the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the Recipient, or any Subsidiary of the Recipient, the applicable services (the “ Services ”) set forth on, and in accordance with, the Schedules hereto.

(b) After the date of this Agreement, if UpstreamCo or Parent (i) identifies a service that (x) Parent provided to UpstreamCo prior to the Distribution Date that UpstreamCo reasonably needs in order for the UpstreamCo Business to continue to operate in substantially the same manner in which the UpstreamCo Business operated prior to the Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (y) UpstreamCo provided to Parent prior to the Distribution Date that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated prior to the Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within ninety (90) days after the Distribution Date requesting such additional services, then such other Party shall use commercially reasonable efforts to provide such requested additional services (the “ Additional Services ”); provided , however , that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its or its Subsidiaries’ businesses; and provided , further , that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b) , the Parties shall in good faith negotiate the terms of a supplementary Schedule, including Charges and the Service Period, which terms shall be consistent with the terms of, and the pricing methodology used for, Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplementary Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplementary Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(c) Notwithstanding the foregoing, no Services or Additional Services may be provided under this Agreement after the date that is the twenty-fourth (24th) month anniversary of the Distribution Date.

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Section 2.02. Performance of Services .

(a) The Provider shall perform, or shall cause one or more of its Subsidiaries to perform, all Services to be provided by the Provider under this Agreement in a manner consistent with the Provider’s (or its Subsidiary’s) past practice and substantially similar in all material respects to the analogous services provided by or on behalf of Parent or any of its Subsidiaries to Parent or such Subsidiary prior to the Effective Time, and, in any event, in a manner that conforms in all material respects with the terms of the Schedules hereto including any service level specified in any of the Schedules.

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If the Provider is or becomes aware of any potential violation on the part of the Provider due to providing Services hereunder, the Provider shall promptly advise the Recipient of such potential violation, and the Provider and the Recipient will mutually seek an alternative that addresses such potential violation. If, with the performance of any Service by the Provider would constitute a violation of any applicable Law, the Provider shall have no obligation whatsoever to perform or cause to be performed such Service.

(c) The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with this Section 2.02 . Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) incurred by any Party or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Provider to perform or cause to be performed such Services shall be divided proportionately between the Provider and the Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent, the Provider shall have no obligation whatsoever to perform or cause to be performed such Service.

(d) Unless otherwise provided with respect to a specific Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services provided by Parent or its applicable functional group or Subsidiary (collectively referred to as the “ Level of Service ”) during the one year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the Distribution Date (the “ Service Baseline Period ”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service provided during the Service Baseline Period, then the Parties shall cooperate and act in good faith to determine whether the Provider will be required to provide such requested higher Level of Service. If the Parties determine that the Provider shall provide the requested higher Level of Service, then such higher Level of Service shall be documented in a written agreement signed by the Parties. Each amended section of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

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(e) Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient and its Subsidiaries, subject to Section 9.08. Each Party recognizes that the Provider is not a professional services provider and is providing Services in the context of the Separation. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR SECTION 7.04 , EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

(f) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Section 2.03. Charges for Services . The Recipient shall pay the Provider of the Services a fee (either one-time or recurring) for such Services (or category of Services, as applicable) (each fee constituting a “ Charge ” and, collectively, “ Charges ”), which Charges are set forth on each applicable Schedule hereto. During the Term of this Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed by the Parties, (b) any adjustments due to a change in Level of Service requested by the Recipient and agreed upon by the Provider, and (c) any adjustment in the rates or charges imposed by any Third Party provider that is providing Services (with such adjustment proportional to the respective use of such Services by each Party), provided that the Provider will notify the Recipient in writing of any such change in rates at least thirty (30) days prior to the effective date of such rate change. Together with any invoice for Charges, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges.

Section 2.04. Reimbursement for Out-of-Pocket Costs and Expenses . The Recipient shall reimburse the Provider for reasonable out-of-pocket costs and expenses incurred by the Provider or any of its Subsidiaries in connection with providing the Services (including reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Charges for such Services; provided , however , that any such cost or expense in excess of $25,000.00 for any Service (including business travel and related expenses) shall require advance written approval of the Recipient.

Section 2.05. Changes in the Performance of Services . Subject to the performance standard for Services set forth in Sections 2.02(a) and any higher Level of Service agreed to

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pursuant to Section 2.02(d) (both as limited by Sections 2.02(b) and 2.02(c) ), the Provider may make changes from time to time in the manner of performing the Services if the Provider is making similar changes in performing analogous services for itself and if the Provider furnishes to the Recipient reasonable prior written notice (in content and timing) of such changes. No such change shall materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service. If any such change by the Provider reasonably requires the Recipient to incur an increase in costs and expenses of at least five percent (5%), in the aggregate, in order to continue to receive and utilize the applicable Services in the same manner as the Recipient was receiving and utilizing such Service prior to such change, the Provider shall be required to reimburse the Recipient for all such reasonable increases in costs and expenses. Upon request, the Recipient shall provide the Provider with reasonable documentation, including any additional documentation reasonably requested by the Provider to the extent such documentation is in the Recipient’s or its Subsidiaries’ possession or control, to support the calculation of such increase in costs and expenses. If such change will materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service, the Recipient shall be permitted to terminate the provision of such Service without being required to pay any Termination Charges with respect thereto pursuant to Section 5.05 or comply with clauses (x), (y) and (z) of Section 5.03(a)(i) .

Section 2.06. Transitional Nature of Services . The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee). Unless otherwise agreed with respect to a specific Service, each Party agrees to use its commercially reasonable efforts to reduce or eliminate its and its Affiliates’ dependency on each Service to the extent and as soon as is reasonably practicable.

Section 2.07. Subcontracting . With the prior written consent of Recipient, a Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement; provided , however , that (a) such Provider shall use the same degree of care (but at least reasonable care) in selecting each such Third Party as it would if such Third Party was being retained to provide similar services to the Provider, and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the performance standard for Services set forth in Sections 2.02(a) and any higher Level of Service agreed to pursuant to Section 2.02(d) (both as limited by Sections 2.02(b) and 2.02(c)) and the content of the Services provided to the Recipient. Such Provider shall be liable for any breach of its obligations under this Agreement by any Third Party service provider engaged by such Provider.

ARTICLE III

OTHER ARRANGEMENTS

Section 3.01. Access .

(a) UpstreamCo shall, and shall cause its Subsidiaries to, provide Parent and its Subsidiaries and their respective Representatives reasonable access to the facilities of UpstreamCo and its Subsidiaries to the extent necessary for Parent and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, UpstreamCo shall, and shall cause its Subsidiaries to, afford Parent, its Subsidiaries and their respective

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Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of UpstreamCo and its Subsidiaries as reasonably necessary for Parent to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by UpstreamCo or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of UpstreamCo or any of its Subsidiaries and (ii) in the event that UpstreamCo determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids such harm and consequence. Parent agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of UpstreamCo or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of UpstreamCo or its Subsidiaries, conform to the policies and procedures of UpstreamCo and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to Parent from time to time.

(b) Parent shall, and shall cause its Subsidiaries to, provide UpstreamCo and its Subsidiaries and their respective Representatives reasonable access to the facilities of Parent and its Subsidiaries to the extent necessary for UpstreamCo and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Parent shall, and shall cause its Subsidiaries to, afford UpstreamCo, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of Parent and its Subsidiaries as reasonably necessary for UpstreamCo to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Parent or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In all cases of access (i) such access shall not unreasonably interfere with any of the business or operations of Parent or any of its Subsidiaries and (ii) in the event that Parent determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids such harm and consequence. UpstreamCo agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Parent or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Parent or its Subsidiaries, conform to the policies and procedures of Parent and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to UpstreamCo from time to time.

ARTICLE IV

BILLING; TAXES

Section 4.01. Billing Procedure . The Provider will prepare and send an invoice (including reasonable documentation pursuant to Section 2.03 ) to the Recipient by the 5 ^th day of each month reflecting the Charges for the Services provided and reimbursable out-of-pocket

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costs incurred (but not included in the Charges) by the Provider in the prior month during the Term of this Agreement. The Recipient will pay each such invoice by wire transfer (or such other method of payment as may be agreed between the Parties from time to time) to the Provider (as directed by the Provider) within thirty (30) days of date of each such invoice. All amounts due and payable hereunder shall be invoiced and paid in U.S. dollars.

Section 4.02. Late Payments . Charges not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (3) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus two percent (2%) or the maximum rate under applicable Law, whichever is lower (the “ Interest Payment ”).

Section 4.03. Taxes . Without limiting any provisions of this Agreement, the Recipient shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding Taxes based on the Provider’s net income and any excise taxes imposed under Section 4981 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, the Recipient shall be entitled to withhold from any payments to the Provider any such Taxes that the Recipient is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.

Section 4.04. No Set-Off . Except as mutually agreed to in writing by Parent and UpstreamCo, no Party or any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.

Section 4.05. Audit Rights . Subject to the confidentiality provisions of this Agreement, each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) business days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by the other Party or by such other Party’s designated Third Party service provider, including any applicable invoices or other supporting documentation, or in the case of a Third Party service provider, agreements documenting the arrangements between such Third Party service provider and the Provider; provided , however , that (i) each Party shall make no more than one such request during any calendar month, and (ii) in the event that the providing Party determines that providing such information could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to facilitate the provision of such information in a manner that avoids such harm and consequence.

ARTICLE V

TERM AND TERMINATION

Section 5.01. Term; Termination of this Agreement . This Agreement shall commence at the Effective Time and shall terminate in its entirety upon the earliest to occur of (a) the last

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date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its entirety; and (c) the date that is the twenty-fourth (24 ^th ) month anniversary of the Distribution Date (the “ Term ”). The Service Period of each Service to be provided under this Agreement is specified on the applicable Schedule. Unless extended pursuant to Section 5.02 or otherwise terminated pursuant to Section 5.03 , this Agreement shall terminate with respect to each Service as of the close of business on the last day of the Service Period for such Service.

Section 5.02. Extension of a Service Period . After the date of this Agreement, if UpstreamCo or Parent, in each of their capacity as a Recipient hereunder (a) desires to extend the Service Period for any Service, as reflected on a Schedule to this Agreement, and (b) provides written notice to the other Party at least ninety (90) days prior to expiration of the applicable Service Period for such Service, then such other Party as a Provider shall use its commercially reasonable efforts to continue to provide such Service for the extended Service Period; provided , however , that no Party shall be obligated to extend a Service Period for any Service if it does not, in its reasonable judgment, have adequate resources to provide such Service for the extended Service Period or if the provision of such Service for the extended Service Period would significantly disrupt the operation of its or its Subsidiaries’ businesses; and provided , further , that under no circumstances will any Service Period be extended beyond the date that is the twenty-fourth (24 ^th ) month anniversary of the Distribution Date. If the extended Service Period will extend beyond the date that is the eighteenth (18 ^th ) month anniversary of the Distribution Date, the Charge for such Service will be subject to a ten percent (10%) increase from the original Charge specified in the Schedule during that portion of the extension of the Service Period that extends beyond the date that is the eighteenth (18 ^th ) month anniversary of the Distribution Date. The Parties will amend the relevant Schedule to reflect such extended Service Period and any increased Charge applicable to the Service. Such amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, in each case subject to the terms and conditions of this Agreement.

Section 5.03. Early Termination of Any Service .

(a) Without prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service or portion of any Service (for the avoidance of doubt, the Recipient may terminate any Service (or portion thereof) set forth on any part of the Schedules hereto without terminating all or any other Services set forth on the same Schedule as such terminated Service (or portion thereof)):

(i) for any reason or no reason, upon the giving of at least thirty (30) days’ prior written notice (or such other number of days specified in the Schedules hereto) to the Provider of such Service; provided , however , that any such termination (x) may not be effective prior to the end of the Minimum Service Period, (y) may only be effective as of the last day of a month and (z) shall be subject to the obligation of Recipient to pay any applicable Termination Charges pursuant to Section 5.05 ; or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to be uncured by the Provider for a period of at least thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient; provided , however , that any such termination may only be effective as of the last day of a month; and provided , further , that the Recipient shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Provider has cured the applicable breach.

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(b) The Provider may terminate this Agreement with respect to any individual Service at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be uncured by the Recipient for a period of at least thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider; provided , however , that any such termination (x) may only be effective as of the last day of a month, and (y) Recipient must pay any applicable Termination Charges pursuant to Section 5.05 ; and provided , further , that the Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Recipient has cured the applicable breach. The Schedules hereto shall be updated to reflect any terminated Service.

Section 5.04. Interdependencies . The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 5.03 and (ii) in the case of such termination, the Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect the Provider’s ability to provide a particular Service in accordance with this Agreement, the Parties shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services and (ii) if after such negotiation, the Parties are unable to agree on such amendment, the Provider’s obligation to provide such Service shall terminate automatically with such termination.

Section 5.05. Effect of Termination . Upon the termination of any Service pursuant to this Agreement, the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and the Recipient of such Service shall have no obligation to pay any future Charges relating to such Service; provided , however , that the Recipient shall remain obligated to the Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service, and (b) any applicable Termination Charges as provided in Section 5.03(a)(i) and Section 5.03(b) . In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination of this Agreement in its entirety, Article I , this Article V , Article VII , Article IX , and Liability for all due and unpaid Charges and Termination Charges shall continue to survive indefinitely.

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Section 5.06. Information Transmission . The Provider, on behalf of itself and its Subsidiaries, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the Recipient, in accordance with Section 6.1 of the Separation and Distribution Agreement, any Information received or computed by the Provider for the benefit of the Recipient concerning the relevant Service during the Service Period; provided , however , that, except as otherwise agreed to in writing by the Parties (a) the Provider shall not have any obligation to provide, or cause to be provided, Information in any non-standard format, (b) the Provider and its Subsidiaries shall be reimbursed for their reasonable costs in accordance with Section 6.3 of the Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c) the Provider shall use commercially reasonable efforts to maintain any such Information in accordance with Section 6.4 of the Separation and Distribution Agreement.

ARTICLE VI

CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS

Section 6.01. Parent and UpstreamCo Obligations . Subject to Section 6.04 , until the five (5)-year anniversary of the date of the termination of this Agreement in its entirety, each of Parent and UpstreamCo, on behalf of itself and each of its Subsidiaries, agrees to (a) hold, and to cause its Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s Confidential Information pursuant to policies in effect as of the Effective Time, all Confidential Information concerning the other Party, its Subsidiaries, and their respective businesses furnished by such other Party or such other Party’s Subsidiaries or their respective Representatives at any time in connection with this Agreement, and (b) not use any such Confidential Information other than for purposes of providing the Services under this Agreement, except , in each case, to the extent that such Confidential Information (a) is or becomes generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement; (b) is lawfully acquired from other sources by such Party or any of its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information known to such Party or its Subsidiary; or (c) is independently developed or generated without reference to or use of the Confidential Information of the other Party or any of its Subsidiaries.

Section 6.02. No Release; Return or Destruction . Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 6.01 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (whom shall be advised of their obligations hereunder with respect to such Confidential Information) and except in compliance with Section   6.04 , and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with this Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by this Agreement, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or

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summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided , that the Parties may retain electronic back-up versions of such Confidential Information maintained on routine computer system backup tapes, disks or other backup storage devices.

Section 6.03. Privacy and Data Protection Laws . Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services under this Agreement.

Section 6.04. Protective Arrangements . In the event that a Party or any of its Subsidiaries either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any of its Subsidiaries) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01. Limitations on Liability .

(a) Subject to Section 7.02 , the Liabilities of the Provider and its Subsidiaries and their respective Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, shall not exceed (x) if the Services were performed by such Provider for one year or less, the aggregate Charges paid and payable to such Provider by the Recipient pursuant to this Agreement or (y) if the Services were performed by such Provider for more than one year, the aggregate Charges paid and payable to such Provider by the Recipient pursuant to this Agreement during the twelve (12)-month period immediately preceding the event giving rise to such Liabilities (in either case, other than any such Liability as may arise in connection with a Third-Party Claim).

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(b) In no event shall either Party, its Subsidiaries or their respective Representatives be liable to the other Party for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages, including lost profits or lost revenues, of the other Party in connection with the performance of this Agreement (other than any such Liability as may arise in connection with a Third-Party Claim), and each Party hereby waives on behalf of itself, its Subsidiaries and its Representatives any claim for such damages, whether arising in contract, tort or otherwise.

(c) The limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI , (ii) either Party’s obligations under Section 7.03 or 7.04 or (iii) the gross negligence, willful misconduct or fraud of or by the Party to be charged.

Section 7.02. Obligation to Re-Perform; Liabilities . In the event of any material breach of this Agreement by the Provider with respect to the provision of any Services that the Provider can reasonably be expected to re-perform in a commercially reasonable manner, the Provider shall promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider. The remedy set forth in this Section 7.02 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement; provided , however , that the foregoing shall not prohibit the Recipient from exercising its right to terminate this Agreement in accordance with the provisions of Section 5.03(a)(ii) or, if applicable, seeking indemnification under Section 7.04 . Any request for re-performance in accordance with this Section 7.02 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than three months from the later of (x) the date on which such breach occurred and (y) the date on which such breach was discovered by the Recipient (or should have been discovered by the Recipient acting reasonably).

Section 7.03. Third-Party Claims . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Recipient shall indemnify, defend and hold harmless the Provider, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Provider Indemnitees ”), from and against any and all claims of Third Parties relating to, arising out of or resulting from the Recipient’s use or receipt of the Services provided by the Provider hereunder, other than (a) Third Party Claims arising out of the gross negligence, willful misconduct or fraud of any Provider Indemnitee and (b) as set forth in Section 2.02(b) and Section 2.02(c) .

Section 7.04. Provider Indemnity . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Provider shall indemnify, defend and hold harmless the Recipient, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Recipient Indemnitees ”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the Provider’s breach of the confidentiality obligations under Article VI, gross negligence, willful misconduct or fraud.

Section 7.05. Indemnification Procedures . The procedures for indemnification set forth in Sections 4.4 and 4.5 of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement.

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ARTICLE VIII

TRANSITION COMMITTEE

Section 8.01. Establishment . Pursuant to the Separation and Distribution Agreement, a Transition Committee is to be established by Parent and UpstreamCo to, among other things, monitor and manage matters arising out of or resulting from this Agreement. Without limiting the generality of the foregoing, each Party shall cause each member of the Transition Committee who is an employee, agent or other Representative of such Party to work in good faith to resolve any Dispute arising out of or relating in any way to this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Mutual Cooperation . Each Party shall, and shall cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries in connection with the performance of the Services hereunder; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of such Party or its Subsidiaries; and, provided , further , that this Section 9.01 shall not require such Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in this Agreement or otherwise agreed to in writing by the Parties.

Section 9.02. Further Assurances . Subject to the terms of this Agreement, each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.03. Audit Assistance . Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 9.04. Title to Intellectual Property . Except as expressly provided for under the terms of this Agreement, the Separation and Distribution Agreement or the Intellectual Property Agreements, the Recipient acknowledges that it shall acquire no right, title or interest (including

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any license rights or rights of use) in any intellectual property which is owned or licensed by the Provider, by reason of the provision of the Services hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by the Provider, and the Recipient shall reproduce any such notices on any and all copies thereof. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by the Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any Third Party, of which the Recipient becomes aware.

Section 9.05. Independent Contractors . The Parties each acknowledge and agree that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship between the Parties. Employees performing Services hereunder do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees, unless otherwise specified with respect to a particular Service on the Schedules hereto.

Section 9.06. Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Separation and Distribution Agreement and the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Parent represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and UpstreamCo represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it and is enforceable in accordance with the terms hereof.

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Section 9.07. Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.08. Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole or in part in connection with a merger, consolidation or other business combination of a Party (or a Subsidiary of a Party) with or into any other Person or a sale of all or substantially all of the assets of a Party (or a Subsidiary of a Party) to another Person, in each case so long as the resulting, surviving or acquiring Person assumes all the obligations of the relevant Party under this Agreement with respect to such merged, consolidated or divested business by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any of its Subsidiaries from being party to or undertaking a change of control. The Parties agree and acknowledge that consent is required to assign its rights or delegate its obligations under this Agreement to a business acquired (whether by acquisition of stock or assets) by a Party (or a Subsidiary of a Party) after the Effective Time of this Agreement.

Section 9.09. Third-Party Beneficiaries . Except for the indemnification rights under Article VII of any Provider Indemnitee or Recipient Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder; and (b) there are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 9.10. Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.10 ):

If to Parent, to:

Alcoa Inc.

390 Park Avenue

New York, NY 10022

Attention: Chief Legal Officer

and

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Alcoa Inc.

390 Park Avenue

New York, NY 10022

Attention: Chief Financial Officer

If to UpstreamCo, to:

Alcoa Upstream Corporation

390 Park Avenue

New York, NY 10022

Attention: Chief Legal Officer

and

Alcoa Upstream Corporation

390 Park Avenue

New York, NY 10022

Attention: Chief Financial Officer

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.11. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.12. Force Majeure . No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder (other than the obligation to pay money) so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance (other than the obligation to pay money) shall be extended for a period equal to the time lost by reason of the delay unless this Agreement has previously been terminated under Article V or under this Section 9.12 , provided that no Service Period may be extended to a date that is the twenty-fourth (24 ^th ) month anniversary of the Distribution Date. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of such Force Majeure; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes providing analogous services to, or otherwise resumes analogous performance

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under any other agreement for, itself, its Affiliates or any Third Party) unless this Agreement has previously been terminated under Article V or this Section 9.12 . The Recipient shall be (i) relieved of the obligation to pay Charges for the affected Service(s) throughout the duration of such Force Majeure and (ii) entitled to permanently terminate such Service(s) without incurring Termination Charges if the delay or failure in providing such Services because of a Force Majeure shall continue to exist for more than thirty (30) consecutive days (it being understood that the Recipient shall not be required to provide any advance notice of such termination to the Provider).

Section 9.13. Headings . The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.14. Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall remain in full force and effect thereafter.

Section 9.15. Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.16. Dispute Resolution .

(a) In the event of any controversy, dispute or claim (a “ Dispute ”) arising out of or relating to any Party’s rights or obligations under this Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise arising out of or relating in any way to this Agreement (including the interpretation or validity of this Agreement), the Parties will negotiate in good faith for a reasonable period of time (not less than 30 days) to resolve the Dispute. If the Parties are unable to resolve the Dispute, then such Dispute will be referred to the Transition Committee for resolution. Any Dispute that is not resolved by the Transition Committee after a reasonable period of time shall be resolved in accordance with the dispute resolution process referred to in Article VII of the Separation and Distribution Agreement.

(b) In any Dispute regarding the amount of a Charge or a Termination Charge, if such Dispute is finally resolved by the Transition Committee or pursuant to the dispute resolution process set forth or referred to in Section   9.16(a) and it is determined that the Charge or the Termination Charge, as applicable, that the Provider has invoiced the Recipient, and that the Recipient has paid to the Provider, is greater or less than the amount that the Charge or the Termination Charge, as applicable, should have been, then (i) if it is determined that the Recipient has overpaid the Charge or the Termination Charge, as applicable, the Provider shall within five (5) business days after such determination reimburse the Recipient an amount of cash equal to such overpayment; and (ii) if it is determined that the Recipient has underpaid the

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Charge or the Termination Charge, as applicable, the Recipient shall within five (5) business days after such determination reimburse the Provider an amount of cash equal to such underpayment. No Interest Payment will be applied to any payment pursuant to this Section 9.16 arising from to a good faith Dispute.

Section 9.17. Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.18. Precedence of Schedules . Each Schedule attached to or referenced in this Agreement is hereby incorporated into and shall form a part of this Agreement; provided , however , that the terms contained in such Schedule shall only apply with respect to the Services provided under that Schedule. In the event of a conflict between the terms contained in an individual Schedule and the terms in the body of this Agreement, the terms in the Schedule shall take precedence with respect to the Services under such Schedule only. No terms contained in individual Schedules shall otherwise modify the terms of this Agreement.

Section 9.19. Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in Pittsburgh, Pennsylvania; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to October 31, 2016.

Section 9.20. Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

[ Signature Page to Transition Services Agreement ]

Exhibit 2.3

EXECUTION VERSION

TAX MATTERS AGREEMENT

DATED AS OF OCTOBER 31, 2016

BY AND BETWEEN

ALCOA INC.

AND

ALCOA UPSTREAM CORPORATION

TABLE OF CONTENTS

i

ii

iii

iv

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of October 31, 2016, by and between Alcoa Inc., a Pennsylvania corporation (“ Parent ”), and Alcoa Upstream Corporation, a Delaware corporation (“ UpstreamCo ”) (collectively, the “ Companies ” and each, a “ Company ”).

RECITALS

WHEREAS, Parent and UpstreamCo have entered into a Separation and Distribution Agreement, dated as of October 31, 2016 (the “ Separation and Distribution Agreement ”), providing for the separation of the Parent Business from the UpstreamCo Business (the “ Separation ”);

WHEREAS, Parent and its Subsidiaries have engaged in certain restructuring transactions to facilitate the Separation as set forth in the Separation Step Plan;

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, Parent will, among other things, (i) contribute, convey, sell and otherwise transfer (and cause its Subsidiaries to contribute, convey, sell and otherwise transfer) the Upstream Assets to UpstreamCo and the other members of the UpstreamCo Group and (ii) cause UpstreamCo and the other members of the UpstreamCo Group to assume the UpstreamCo Liabilities;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, among other things, (i) Parent will contribute the UpstreamCo Assets to UpstreamCo in exchange for (a) the assumption by UpstreamCo of the UpstreamCo Liabilities, (b) the actual or deemed issuance by UpstreamCo to Parent of UpstreamCo Shares, and (c) the UpstreamCo Cash Payment (the “ Contribution ”), and (ii) Parent will make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of at least 80.1% of all of the outstanding UpstreamCo Shares (the “ Distribution ”);

WHEREAS, following the Distribution, Parent may undertake the Debt-for-Equity Exchange;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Contribution, the Distribution (and the Debt-for-Equity Exchange, if any), taken together, qualify as transactions that are generally tax-free pursuant to Sections 368(a)(1)(D) and 355(a) of the Code;

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Article 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“ Accounting Cutoff Date ” means any date as of the end of which there is a closing of the financial accounting records.

“ Active Trade or Business ” means, with respect to each of Parent and UpstreamCo, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by such entity and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the trades or businesses relied upon to satisfy Section 355(b) of the Code with respect to the Distribution (as further described in the Representation Letters) as conducted immediately prior to the Distribution.

“ Actually Realized ” or “ Actually Realizes ” means, for purposes of determining the timing of the incurrence of any Tax Liability or the realization of a Refund (or any related Tax cost or Tax Benefit), whether by receipt or as a credit or other offset to Taxes otherwise payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.

“ Adjusted Company ” has the meaning set forth in Section   10.02(c) .

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for Refund of Taxes previously paid.

“ Alcoa Australia ” means Alcoa Australia Holdings Pty. Ltd., a company organized under the Laws of Australia.

“ Alcoa Australia Combined Return ” means any Combined Return filed or required to be filed by Alcoa Australia.

“ Aluminio ” means Alcoa Aluminio S.A., a company organized under the laws of Brazil.

“ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in Pittsburgh, Pennsylvania or New York, New York.

“ CFO Certificate ” has the meaning set forth in Section   7.03 .

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“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Combined Return ” means a consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group, group payment or similar group or fiscal unity) that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the UpstreamCo Group (including, for the avoidance of doubt, any such Income Tax Return that is a Parent Consolidated Income Tax Return).

“ Companies ” or “ Company ” has the meaning set forth in the Preamble.

“ Compensatory Equity Interests ” has the meaning set forth in Section   6.02(a) .

“ Competent Authority ” means any “competent authority” as such term is used in any relevant tax treaty or other similar body established pursuant to any tax treaty.

“ Competent Authority Proceeding ” means any proceeding pursuant to the mutual assistance or mutual agreement provisions of any tax treaty or any similar proceeding before any Competent Authority.

“ Contribution ” has the meaning set forth in the Preamble.

“ Debt-for-Equity Exchange ” means the transfer of all or a portion of the Retained Shares by its creditors in exchange for outstanding Arconic debt obligations.

“ Distribution ” has the meaning set forth in the Preamble.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Due Date ” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed.

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Employee Matters Agreement ” means the Employee Matters Agreement, dated as of October 31, 2016, by and between Parent and UpstreamCo.

“ ETVE Regime ” means the special tax regime applicable to Entidades de Tenecia de Valores Extranjeros under Spanish Tax Law.

“ Federal Income Tax ” means any Tax imposed by Subtitle A of the Code.

“ Federal Other Tax ” means any Tax imposed by the federal government of the United States of America other than any Federal Income Tax.

“ Federal Tax ” means any Federal Income Tax or Federal Other Tax.

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“ Federal Traceable Tax ” means any Federal Other Tax that can be clearly and directly traced to a specific location used, or function or activity engaged in, exclusively by a member or members of only one Group (for the avoidance of doubt, excluding any Taxes traceable to any corporate locations, functions or activities that were used by or supported members of both Groups, such as property/rents or similar taxes imposed with respect to any Pre-Distribution Period on Parent’s New York City, NY, headquarters).

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of a State, local or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of Law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of a State, local or foreign taxing jurisdiction; (d) by any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (e) by a final settlement resulting from a Competent Authority Proceeding or determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“ Foreign Income Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2.

“ Foreign Other Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, other than any Foreign Income Tax.

“ Foreign Tax ” means any Foreign Income Tax or Foreign Other Tax.

“ Foreign Traceable Tax ” means any Foreign Other Tax that can be clearly and directly traced to a specific location used, or function or activity engaged in, exclusively by a member or members of only one Group (for the avoidance of doubt, excluding any Taxes traceable to any corporate locations, functions or activities that were used by or supported members of both Groups).

“ Former Nonemployee Director ” has the meaning set forth in the Employee Matters Agreement.

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“ Former Parent Group Employee ” has the meaning ascribed to such term in the Employee Matters Agreement.

“ Former UpstreamCo Group Employee ” means a “Former SpinCo Group Employee” as such term is defined in the Employee Matters Agreement.

“ Governmental Authority ” has the meaning ascribed to such term in the Separation and Distribution Agreement.

“ Group ” means the Parent Group or the UpstreamCo Group, or both, as the context requires.

“ High-Level Dispute ” means any dispute or disagreement (a) relating to liability under Section   7.06 of this Agreement or (b) in which the amount of liability in dispute exceeds $5 million.

“ IRS ” means the United States Internal Revenue Service.

“ Joint Traceable Tax Contest ” means any Tax Contest in respect of both (i) Traceable Taxes that are Parent Retained Taxes and (ii) Traceable Taxes that are UpstreamCo Retained Taxes.

“ Law ” has the meaning set forth in the Separation and Distribution Agreement.

“ Loss ” has the meaning set forth in Section   6.01(b) .

“ Notified Action ” has the meaning set forth in Section   7.05(a) .

“ Parent ” has the meaning set forth in the Preamble.

“ Parent Affiliated Group ” means the affiliated group (as such term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which Parent is the common parent.

“ Parent Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Parent Comp Deduction ” has the meaning set forth in Section   6.02(a) .

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“ Parent Federal Consolidated Income Tax Return ” means any U.S. federal income Tax Return for the Parent Affiliated Group.

“ Parent Group ” means Parent and each Person that is a Subsidiary of Parent (other than UpstreamCo and any other member of the UpstreamCo Group).

“ Parent Group Employees ” means the “Parent Group Employees” as such term is defined in the Employee Matters Agreement.

“ Parent Group Tax Attribute ” has the meaning set forth in Section   6.01(d) .

“ Parent Nonemployee Director ” has the meaning set forth in the Employee Matters Agreement.

“ Parent Retained Tax Benefit ” means (i) 12% of any Tax Benefit (in respect of Brazilian Foreign Income Taxes) attributable to a Pre-Distribution Period and Actually Realized by Aluminio as a result of a Final Determination, (ii) any Tax Benefit in respect of any Parent Retained Taxes described in clauses (ii) and (iii) of the definition of “Parent Retained Taxes” and (iii) any Tax Benefit in respect of a Parent Comp Deduction.

“ Parent Retained Taxes ” means (i) 12% of any Brazilian Foreign Income Taxes imposed on Aluminio for a Pre-Distribution Period and payable as a result of a Final Determination, (ii) any Traceable Taxes clearly and directly traced to a specific location used, or function or activity engaged in, exclusively by one or more members of the Parent Group and (iii) any Pennsylvania State Income Tax imposed as a result of the sale by Reynolds Metals Company, a Delaware limited liability company (or its predecessor), in 2008 of any asset of or entity engaged in the Parent Business and payable as a result of a Final Determination; provided that Parent Retained Taxes shall not include any Taxes to the extent such Taxes are not required to be paid in cash to the relevant Tax Authority as a result of any Tax Attribute that existed as of immediately after the Distribution Date being available, at the time of the relevant Final Determination, to reduce (or eliminate) the cash payment obligation in respect of such Taxes.

“ Parent Return ” has the meaning set forth in Section   4.01 .

“ Parent Separate Return ” means any Separate Return of Parent or any other member of the Parent Group.

“ Past Practices ” has the meaning set forth in Section   4.03(a) .

“ Payment Date ” means (i) with respect to any Parent Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding or similar dates determined under the applicable Tax Law.

“ Permitted UpstreamCo Carryback ” has the meaning set forth in Section   6.01(d) .

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“ Person ” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. Federal Income Tax purposes.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.

“ Post-Distribution Ruling ” has the meaning set forth in Section   7.02(c) .

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date; provided , that, for purposes of this definition, (a) with respect to any income Tax Return filed or required to be filed by Aluminio, the Distribution Date shall be deemed to be July 1, 2016 and (b) with respect to any Tax Return filed or required to be filed by Inversiones, the Distribution Date shall be deemed to be July 22, 2016.

“ Privileged Documentation ” has the meaning ascribed to such term in Section   9.03 .

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by UpstreamCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which UpstreamCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from UpstreamCo and/or one or more holders of outstanding shares of UpstreamCo Capital Stock, a number of shares of UpstreamCo Capital Stock that would, when combined with any other changes in ownership of UpstreamCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (i) the value of all outstanding shares of stock of UpstreamCo as of the date of such transaction, or, in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of UpstreamCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by UpstreamCo of a shareholder rights plan or (ii) issuances by UpstreamCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be

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treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

“ Recipient ” means, with respect to any transfer of assets (including equity interests) or liabilities occurring pursuant to any of the Separation Transactions, the Person receiving such assets and/or liabilities.

“ Record Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Refund ” means any refund of Taxes, including any refund or reduction in Tax Liabilities by means of a credit or offset.

“ Representation Letters ” means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by Parent, UpstreamCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

“ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing such Tax Return under this Agreement.

“ Restriction Period ” means the period beginning on the date hereof and ending (and including) the two-year anniversary of the Distribution Date.

“ Retained Shares ” means the UpstreamCo Shares not distributed by Parent to its shareholders in the Distribution.

“ Retention Date ” has the meaning set forth in Section   9.01 .

“ Ruling Request ” means any letter filed by Parent with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of any of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such ruling request letter.

“ Section   336(e) Election ” has the meaning set forth in Section   7.08 .

“ Section   7.03 Acquisition Transaction ” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 30% instead of 40%.

“ Separate Parent Traceable Tax Contest ” means any Tax Contest solely in respect of any Traceable Tax that is (i) a Parent Retained Tax and (ii) reported or required to be reported on an UpstreamCo Separate Return or Alcoa Australia Combined Return.

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“ Separate Return ” means (a) in the case of any Tax Return of any member of the Parent Group (including any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group, group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the UpstreamCo Group and (b) in the case of any Tax Return of any member of the UpstreamCo Group (including any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group, group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the Parent Group.

“ Separate Traceable Tax Contest ” means either a Separate Parent Traceable Tax Contest or a Separate UpstreamCo Traceable Tax Contest.

“ Separate UpstreamCo Traceable Tax Contest ” means any Tax Contest solely in respect of any Traceable Tax that is (i) an UpstreamCo Retained Tax and (ii) reported or required to be reported on a Parent Separate Return or Parent Combined Return.

“ Separation ” has the meaning set forth in the Recitals.

“ Separation and Distribution Agreement ” has the meaning set forth in the Recitals.

“ Separation Related Tax Contest ” means any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to (a) adversely affect, jeopardize or prevent (i) the Tax-Free Status of the Contribution and the Distribution (and the Debt-for-Equity Exchange, if any) or (ii) a Separation Transaction (other than a Separation Transaction described in clause (i)) to have the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinion/Rulings, in the Separation Step Plan) or to qualify as tax-free to the extent that tax-free treatment was intended or (b) otherwise affect the amount of Taxes imposed with respect to any of the Separation Transactions.

“ Separation Step Plan ” means the global step plan setting forth the specific transactions undertaken in anticipation and furtherance of the Separation, attached as Schedule 2.1(a) to the Separation and Distribution Agreement, as subsequently adjusted or revised by the Companies (including to set forth the intended tax treatment of relevant transactions).

“ Separation Tax Losses ” means (i) all Taxes imposed pursuant to (or any reduction in a Refund resulting from) any settlement, Final Determination, judgment or otherwise; (ii) all third-party accounting, legal and other professional fees and court costs incurred in connection with such Taxes (or reduction in a Refund), as well as any other out-of-pocket costs incurred in connection with such Taxes (or reduction in a Refund); and (iii) all third-party costs, expenses and damages associated with any stockholder litigation or other controversy and any amount required to be paid by Parent (or any Affiliate of Parent) or UpstreamCo (or any Affiliate of UpstreamCo) in respect of any liability of or to shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from (x) the failure of the Contribution and the Distribution to have Tax-Free Status; or (y) the failure of a Separation Transaction to have the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinion/Rulings, in the Separation Step Plan) or to qualify as tax-free to the extent that tax-free treatment was intended; provided that amounts shall be treated as having been required to be paid for purposes of clause (iii) of this definition to the extent they are paid in a good-faith compromise or settlement of an asserted claim.

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“ Separation Transactions ” means the Contribution, the Distribution and the other transactions contemplated by the Separation and Distribution Agreement and the Separation Step Plan in furtherance of the Separation.

“ State Income Tax ” means any Tax imposed by any State of the United States or by any political subdivision of any such State or the District of Columbia that is imposed on or measured by income, including state and local franchise or similar Taxes measured by income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of or in addition to a Tax imposed on or measured by income.

“ State Other Tax ” means any Tax imposed by any State of the United States or by any political subdivision of any such State or the District of Columbia, other than any State Income Tax.

“ State Traceable Tax ” means any State Other Tax that can be clearly and directly traced to a specific location used, or function or activity engaged in, exclusively by a member or members of only one Group (for the avoidance of doubt, excluding any Taxes traceable to any corporate locations, functions or activities that were used by or supported members of both Groups).

“ State Tax ” means any State Income Tax or State Other Tax.

“ Straddle Period ” means any Tax Period that begins on or before and ends after the Distribution Date; provided , that, for purposes of this definition, (a) with respect to any Tax Return filed or required to be filed by Aluminio, the Distribution Date shall be deemed to be July 1, 2016 and (b) with respect to any Tax Return filed or required to be filed by Inversiones, the Distribution Date shall be deemed to be July 22, 2016.

“ Subsidiary ” has the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” or “ Taxes ” means any taxes, fees, assessments, duties or other similar charges imposed by any Tax Authority, including, without limitation, income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value-added, alternative minimum, estimated, unclaimed property or escheat, or other tax (including any fee, assessment, duty, or other charge in the nature of or in lieu of any tax), and any interest, penalties, additions to tax or additional amounts in respect of the foregoing. For the avoidance of doubt, Tax includes any increase in Tax as a result of a Final Determination.

“ Tax Advisor ” means tax counsel or accountant of recognized national standing.

“ Tax Advisor Dispute ” has the meaning set forth in Section   14.01 .

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“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other similar Tax Item that could reduce a Tax or create a Tax Benefit.

“ Tax Authority ” means any Governmental Authority imposing any Tax, charged with the collection of Taxes or otherwise having jurisdiction with respect to any Tax.

“ Tax Benefit ” means any loss, deduction, Refund, credit, offset or other Tax item reducing Taxes paid or payable. For purposes of this Agreement, the amount of any Tax Benefit Actually Realized by a Person as a result of any such Tax item shall be determined on a “with and without basis” as the excess of (a) the hypothetical liability of such Person for the relevant Tax for the relevant Tax Period, calculated as if such Tax item had not been utilized but with all other facts unchanged, over (b) the actual liability of such Person for such Tax for such Tax Period, calculated taking into account such Tax item (and, for this purpose, treating a Refund as a reduction in liability for Tax).

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with respect to Taxes (including any administrative or judicial review of any claim for any Refund or other Tax Benefit).

“ Tax-Free Status ” means the qualification of (i) the Contribution and the Distribution (and the Debt-for-Equity Exchange, if any), taken together, as a “reorganization” described in Sections 368(a)(1)(D) and 355(a) of the Code, (ii) the Distribution as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code (and neither Section 355(d) or 355(e) of the Code causes such stock to be treated as other than “qualified property” for such purposes), (iii) the Contribution and the Distribution as transactions in which Parent, UpstreamCo, and the members of each of the Parent Group and Upstream Group, as applicable, recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and/or 1032 of the Code, other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“ Tax Law ” means the Law Governmental Authority relating to any Tax.

“ Tax Liability ” means any liability or obligation for Taxes.

“ Tax Opinions/Rulings ” means the opinions of Tax Advisors and/or the rulings by the IRS or other Tax Authorities delivered to Parent in connection with the Contribution and the Distribution, or otherwise with respect to the Separation Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contest, and any other books of account or records (whether or not in written,

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electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case, with respect to otherwise relating to Taxes.

“ Tax Return ” or “ Return ” means any report of Taxes due, any claim for Refund of Taxes paid, any information return with respect to Taxes, or any other report, statement, declaration, or document in respect of Taxes filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Traceable Tax ” means any Federal Traceable Tax, State Traceable Tax or Foreign Traceable Tax.

“ Traceable Tax Contest ” means any Joint Traceable Tax Contest or any Separate Traceable Tax Contest.

“ Transaction Transfer Taxes ” means any sales, use, value-added, goods and services, stock transfer, registration, real estate transfer, stamp, documentary, notarial, filing, recordation and similar Taxes imposed on any transfer of assets (including equity interests) or liabilities occurring pursuant to the Separation Transactions.

“ Transferor ” means, with respect to any transfer of assets (including equity interests) or liabilities occurring pursuant to any of the Separations Transactions, the Person transferring such assets and/or liabilities.

“ Transferred Director ” has the meaning set forth in the Employee Matters Agreement.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Parent, and on which Parent may rely to the effect that (a) a transaction will not affect the Tax-Free Status of the Contribution, the Distribution and the Debt-for-Equity Exchange, if any, and (b) will not adversely affect any of the conclusions set forth in the Tax Opinions/Rulings; provided that any tax opinion obtained in connection with a proposed acquisition of UpstreamCo Capital Stock entered into during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution. Any such opinion must assume that the Contribution and the Distribution (and the Debt-for-Equity Exchange, if any) would have qualified for Tax-Free Status if the transaction in question did not occur.

“ UpstreamCo Business ” has the meaning set forth in the Separation and Distribution Agreement.

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“ UpstreamCo Cash Payment ” has the meaning set forth in the Separation and Distribution Agreement.

“ UpstreamCo Capital Stock ” means all classes or series of capital stock of UpstreamCo, including (i) the UpstreamCo Shares, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in UpstreamCo for U.S. federal income tax purposes.

“ UpstreamCo Carryback Item ” means any net operating loss, net capital loss, excess tax credit or other similar Tax item of any member of the UpstreamCo Group which may or must be carried from any Post-Distribution Period to any Pre-Distribution Period under the Code or other applicable Tax Law.

“ UpstreamCo Comp Deduction ” has the meaning set forth in Section   6.02(a) .

“ UpstreamCo Group Employees ” means the “SpinCo Group Employees” as such term is defined in the Employee Matters Agreement.

“ UpstreamCo Group ” has the meaning set forth in the Separation and Distribution Agreement.

“ UpstreamCo Retained Tax Benefit ” means (i) 49% of any Tax Benefit (with respect to Spanish Foreign Income Taxes) attributable to a Pre-Distribution Period and Actually Realized by Inversiones as a result of a Final Determination in respect of any claim by the Spanish Tax Authority against Inversiones arising under, or in respect of, the ETVE Regime (and any alternative claims in the event the ETVE-related claims are resolved in favor of Inversiones), (ii) any Tax Benefit in respect of any UpstreamCo Retained Taxes described in clause (iii) of the definition of “UpstreamCo Retained Taxes” and (iii) any Tax Benefit in respect of an UpstreamCo Comp Deduction.

“ UpstreamCo Retained Taxes ” means, (i) 49% of any Spanish Foreign Income Taxes payable as a result of a Final Determination in respect of any claim by the Spanish Tax Authority against Inversiones arising under, or in respect of, the ETVE Regime for any Pre-Distribution Period (and any alternative claims in the event the ETVE-related claims are resolved in favor of Inversiones), (ii) any Income Taxes payable as a result of a transfer pricing adjustment pursuant to any Competent Authority Proceeding in respect of any transaction occurring prior to the Distribution Date between any member of the UpstreamCo Group, on the one hand, and any member of the UpstreamCo Group or any member of the Parent Group, on the other hand (for the avoidance of doubt, for purposes of this clause (ii), any entity that is no longer in existence as of the Distribution Time but that would have been a member of the UpstreamCo Group or the Parent Group as of the Distribution Time had it been in existence at the Distribution Time shall be treated as a member of the UpstreamCo Group or a member of the Parent Group, respectively) and (iii) any Traceable Taxes clearly and directly traced to the specific location used, or function or activity engaged in, exclusively by one or more members of the UpstreamCo Group; provided that UpstreamCo Retained Taxes shall not include any Taxes to the extent such Taxes are not required to be paid in cash to the relevant Tax Authority as a result of any Tax Attribute that existed as of immediately after the Distribution Date being available, at the time of the relevant Final Determination, to reduce (or eliminate) the cash payment obligation in respect of such Taxes.

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“ UpstreamCo Return ” has the meaning set forth in Section   4.02 .

“ UpstreamCo Separate Return ” means any Separate Return of UpstreamCo or any member of the UpstreamCo Group.

“ UpstreamCo Shares ” means the shares of common stock, par value $0.01 per share, of UpstreamCo, representing all of the outstanding UpstreamCo Capital Stock as of immediately before the Effective Time.

“ UpstreamCo ” has the meaning set forth in the Preamble, and references herein to UpstreamCo shall include any entity treated as a successor to UpstreamCo.

Article 2. Allocation of Tax Liabilities .

Section 2.01 General Rule .

(a) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the UpstreamCo Group from and against any liability for, any Taxes which are allocated to Parent, or for which Parent is responsible, pursuant to this Article   2 .

(b) UpstreamCo Liability . UpstreamCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, any Taxes which are allocated to UpstreamCo, or for which UpstreamCo is responsible, pursuant to this Article   2 .

(c) Costs and Expenses.  The amounts for which Parent or UpstreamCo, as applicable, is liable pursuant to Sections   2.01(a) and (b) , respectively, or for which either Company or a member of its Group is liable pursuant to Section   2.05 , shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

(d) Final Determination Taxes . For the avoidance of doubt, any reference to any Taxes due with respect to, attributable to or required to be reported on any Tax Return contained in Section   2.02 , Section   2.03 or Section   2.04 , and any reference to any Taxes in Section   2.05 , shall include, unless specifically excluded, a reference to any such Taxes imposed or payable as a result of a Final Determination.

Section 2.02 Allocation of United States Federal Taxes . Except as otherwise provided in Section   2.05 , Federal Taxes shall be allocated as follows:

(a) Federal Income Taxes Relating to Combined Returns.   Parent shall be responsible for any and all Federal Income Taxes due with respect to, attributable to or required to be reported on any Combined Return; provided , however , that UpstreamCo shall be responsible for any such Federal Income Taxes that are UpstreamCo Retained Taxes.

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(b) Federal Income Taxes Relating to Separate Returns.

(i) Parent shall be responsible for any and all Federal Income Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period.

(ii) UpstreamCo shall be responsible for any and all Federal Income Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period.

(c) Federal Other Taxes .

(i) Parent shall be responsible for any and all Federal Other Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period; provided , however , that UpstreamCo shall be responsible for any such Federal Other Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all Federal Other Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period; provided , however , that Parent shall be responsible for any such Federal Other Taxes that are Parent Retained Taxes.

Section 2.03 Allocation of State Taxes . Except as otherwise provided in Section   2.05 , State Taxes shall be allocated as follows:

(a) State Income Taxes Relating to Combined Returns . Parent shall be responsible for any and all State Income Taxes due with respect to, attributable to or required to be reported on any Combined Return; provided , however , that UpstreamCo shall be responsible for any such State Income Taxes that are UpstreamCo Retained Taxes.

(b) State Income Taxes Relating to Separate Returns.

(i) Parent shall be responsible for any and all State Income Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period; provided , however , that UpstreamCo shall be responsible for any such State Income Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all State Income Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period; provided , however , that Parent shall be responsible for any such State Income Taxes that are Parent Retained Taxes.

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(c) State Other Taxes Relating to Combined Returns . Parent shall be responsible for any and all State Other Taxes due with respect to, attributable to or required to be reported on any Combined Return; provided , however , that UpstreamCo shall be responsible for any such State Other Taxes that are UpstreamCo Retained Taxes.

(d) State Other Taxes Relating to Separate Returns .

(i) Parent shall be responsible for any and all State Other Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period; provided , however , that UpstreamCo shall be responsible for any such State Other Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all State Other Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period; provided , however , that Parent shall be responsible for any such State Other Taxes that are Parent Retained Taxes.

Section 2.04 Allocation of Foreign Taxes . Except as otherwise provided in Section   2.05 , Foreign Taxes shall be allocated as follows:

(a) Foreign Income Taxes Relating to Combined Returns.  

(i) Parent shall be responsible for any and all Foreign Income Taxes due with respect to, attributable to or required to be reported on any Combined Return (other than any Alcoa Australia Combined Return); provided , however , that UpstreamCo shall be responsible for any such Foreign Income Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all Foreign Income Taxes due with respect to, attributable to or required to be reported on any Alcoa Australia Combined Return.

(b) Foreign Income Taxes Relating to Separate Returns.

(i) Parent shall be responsible for any and all Foreign Income Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period; provided , however , that UpstreamCo shall be responsible for any such Foreign Income Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all Foreign Income Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period; provided , however , that Parent shall be responsible for any such Foreign Income Taxes that are Parent Retained Taxes.

(c) Foreign Other Taxes Relating to Combined Returns .

(i) Parent shall be responsible for any and all Foreign Other Taxes due with respect to, attributable to or required to be reported on any Combined Return; provided , however , that UpstreamCo shall be liable for any such Foreign Other Taxes that are UpstreamCo Retained Taxes.

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(d) Foreign Other Taxes Relating to Separate Returns .

(i) Parent shall be responsible for any and all Foreign Other Taxes due with respect to, attributable to or required to be reported on any Parent Separate Return for any Tax Period; provided , however , that UpstreamCo shall be responsible for any such Foreign Other Taxes that are UpstreamCo Retained Taxes.

(ii) UpstreamCo shall be responsible for any and all Foreign Other Taxes due with respect to, attributable to or required to be reported on any UpstreamCo Separate Return for any Tax Period; provided , however , that Parent shall be responsible for any such Foreign Other Taxes that are Parent Retained Taxes

Section 2.05 Certain Transaction Transfer and Other Taxes .

(a) Transaction Transfer Taxes.  Subject to Section   2.05(b) and (c) :

(i) Parent shall be responsible for all Taxes imposed on, arising from or assessed with respect to any transfer of assets (including equity interests) and/or liabilities by the Transferor occurring pursuant to the Separation Transactions; provided that Parent shall not be responsible for any such Taxes imposed on a member of the UpstreamCo Group pursuant to a Final Determination to the extent such Taxes are not required to be paid in cash to the relevant Tax Authority as a result of the utilization by any member of the UpstreamCo Group of any Tax Attribute that existed as of immediately after the Distribution Date being available, at the time of the relevant Final Determination, to reduce (or eliminate) the cash payment obligation in respect of such Taxes. Where relevant under applicable Law, The Transferor shall issue proper invoices usable by the Recipient to recover (by way of credit, Refund, rebate or input VAT) any Transaction Transfer Taxes in jurisdictions where they are recoverable. The Transferor and the Recipient shall cooperate to minimize any Transaction Transfer Taxes and in obtaining any credit, Refund or rebate of Transaction Transfer Taxes, or to apply an exemption or zero-rating for goods or services giving rise to any Transaction Transfer Taxes, including by filing any exemption or other similar forms or providing valid tax identification numbers or other relevant registration numbers, certificates or other documents. The Recipient and the Transferor shall cooperate regarding any requests for information, audits or similar requests by any Tax Authority concerning Transaction Transfer Taxes payable with respect to the transfers occurring pursuant to the Separation Transactions.

(ii) Notwithstanding anything to the contrary herein, any penalties or interest imposed in connection with any Taxes described in Section   2.05(a)(i) shall be the responsibility of UpstreamCo if such penalties or interest are the result of an action or failure to act by any member of the UpstreamCo Group.

(b) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the UpstreamCo Group from and against any liability for:

(i) any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(ii) any Separation Tax Losses for which Parent is responsible pursuant to Section   7.06(b) of this Agreement.

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(c) UpstreamCo Liability . UpstreamCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:

(i) any Tax resulting from a breach by UpstreamCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(ii) any Separation Tax Losses for which UpstreamCo is responsible pursuant to Section   7.06(a) of this Agreement.

(d) Employment Taxes.   Notwithstanding anything contained in this Article   2 to the contrary, this Agreement shall not apply with respect to any liability or responsibility for Taxes allocated pursuant to the Employee Matters Agreement.

Article 3. Proration of Taxes for Straddle Periods

Section 3.01 General Method of Proration . In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as reasonably interpreted and applied by the Companies. No election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s Tax Items). If the Distribution Date is not an Accounting Cutoff Date, the provisions of Treasury Regulations Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the Tax Items (other than extraordinary Tax Items) for the month which includes the Distribution Date.

Section 3.02 Transaction Treated as Extraordinary Item . In determining the apportionment of Tax Items between Pre-Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Separation Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Distribution Date) be allocated to Pre-Distribution Periods, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent occurring on or prior to the Distribution Date) be allocated to Pre-Distribution Periods.

Article 4. Preparation and Filing of Tax Returns.

Section 4.01 Parent Returns . Parent shall prepare or cause to be prepared (a) all Parent Federal Consolidated Income Tax Returns, (b) all other Combined Returns other than any Alcoa Australia Combined Return, and (c) all Parent Separate Returns (each, a “ Parent Return ”). Parent shall file or cause to be filed all Parent Returns and shall pay or cause to be paid all Taxes shown to be due on any such Parent Return to the relevant Tax Authority, and UpstreamCo shall make any payments to Parent required pursuant to Section   5.01 in respect of any such Parent Return.

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Section 4.02 UpstreamCo Returns . UpstreamCo shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), (a) all Alcoa Australia Combined Returns, (b) all UpstreamCo Separate Returns and any other Tax Return required to be filed by or with respect to a member of the UpstreamCo Group other than any Tax Return which Parent is required to prepare pursuant to Section   4.01 (each, an “ UpstreamCo Return ”). UpstreamCo shall file or cause to be filed all UpstreamCo Returns and shall pay or cause to be paid all Taxes shown to be due on any such UpstreamCo Return to the relevant Tax Authority, and Parent shall make any payments to UpstreamCo required pursuant to Section   5.01 in respect of any such UpstreamCo Return.

Section 4.03 Tax Reporting Practices .

(a) Except as otherwise provided in Section   4.03(b) , in the case of any Tax Return in respect of which UpstreamCo is the Responsible Company and that is a Tax Return for any Pre-Distribution Period or any Straddle Period, such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“ Past Practices ”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by UpstreamCo and reasonably acceptable to Parent.

(b) Except to the extent otherwise required by applicable Law or as a result of a Final Determination, (A) neither Parent nor UpstreamCo shall, and shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the tax treatment of any of the Separation Transactions as having the treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinion/Rulings, in the Separation Step Plan); provided that in any case or with respect to any item where there is no relevant Tax Opinion/Ruling or description in the Separation Step Plan, the tax treatment of any of the Separation Transactions shall be as determined by Parent in its good faith judgment, and (B) UpstreamCo shall not, and shall not permit or cause any member of the UpstreamCo Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a Tax Return required to be prepared and filed by Parent pursuant to Section   4.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent.

Section 4.04 Consolidated or Combined Tax Returns .

(a) Parent Combined Returns . Except to the extent otherwise required pursuant to clause (A) of Section   4.03(b) and except in respect of any Alcoa Australia Combined Return or any matters relating thereto, Parent shall determine in its sole discretion whether to file a Tax Return for any Tax Period as a Combined Return and the entities to be included in any Combined Return, and Parent shall (and shall be entitled to) make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Return (other than any Alcoa Australia Combined Return); provided that any Combined Return prepared and filed by Parent pursuant to this Agreement shall, to the extent relating to UpstreamCo or the UpstreamCo Group, be prepared in good faith. UpstreamCo will elect and join (and take any other action necessary to give effect to such election), and will cause its respective Affiliates to elect and join (and take any other action

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necessary to give effect to such election), in filing any Combined Returns (including any Parent Federal Consolidated Income Tax Returns) that Parent determines are required to be filed (or that Parent chooses to file) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Distribution Date in accordance with this Section   4.04(a) (for the avoidance of doubt, this sentence shall not apply to any Alcoa Australia Combined Return or any matters relating thereto).

(b) Alcoa Australia Combined Returns . Except to the extent otherwise required pursuant to Section   4.03 , UpstreamCo shall determine in its sole discretion whether to file the Alcoa Australia Combined Return as a Combined Return and the entities to be included in any Alcoa Australia Combined Return. Subject to Section   4.03 , Parent will elect and join (and take any other action necessary to give effect to such election), and will cause its respective Affiliates to elect and join (and take any other action necessary to give effect to such election), in filing any Alcoa Australia Combined Return.

Section 4.05 Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any material Tax Return shall make such Tax Return (or the relevant portions thereof), related workpapers and other supporting documents available for review by the other Company, to the extent (i) such Tax Return relates to Taxes for which such other Company is or would reasonably be expected to be liable, (ii) such other Company is or would reasonably be expected to be liable, in whole or in part, for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the other party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) reasonably necessary for the other party to confirm compliance with the terms of this Agreement. The Responsible Company shall (i) consult with the other Company with respect to the preparation of, and positions taken on, such Tax Return (to the extent relating to any matters described in clauses (i) through (iii) of the immediately preceding sentence), (ii) use reasonable efforts to make such Tax Return (or the relevant portions thereof), workpapers and other supporting documents available for review as required under this paragraph promptly once such Tax Return is materially complete, such that the other party has an opportunity to review and comment on such Tax Return prior to the filing thereof, and (iii) shall consider in good faith any comments provided by the other Company on such Tax Return reasonably in advance of the due date for filing such Tax Return (taking into account extensions). Parent and UpstreamCo shall attempt in good faith to resolve any disagreement arising out of the review of any Tax Return pursuant to this Section   4.05(a) . For the avoidance of doubt, any dispute among the Companies with respect to a Company’s compliance with the requirements of this Section   4.05(a) shall be resolved in accordance with the disagreement resolution provisions of Article   14 as promptly as practicable.

(b) Disputes . In the event the Companies have not resolved any disputed item or items with respect to a Tax Return described in Section   4.05(a) by the Due Date for such Tax Return, such Tax Return shall be filed as prepared by the Responsible Company (as revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). Following such filing, such disputed items (or items) shall be resolved in accordance with Article   14 . In the event that the resolution of such disputed item (or items) in accordance with Article   14 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as

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practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article   14 proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article   5 in a manner that reflects such resolution.

(c) Executing Returns . In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by Law to be signed by the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a greater than 50% likelihood of prevailing on the merits for the tax treatment of each material item reported on the Tax Return. For the avoidance of doubt, any dispute among the Companies with respect to the likelihood of any tax treatment prevailing on the merits shall be resolved in accordance with the disagreement resolution provisions of Article   14 as promptly as practicable.

Section 4.06 Adjustment Requests and UpstreamCo Carryback Items .  Unless Parent otherwise consents in writing, UpstreamCo shall (and shall cause each member of the UpstreamCo Group to) (i) not file any Adjustment Request with respect to any Combined Return (or any other Tax Return reflecting Taxes for which Parent is responsible under Article   2 ), (ii) make any available election to relinquish, waive or otherwise forgo a carryback of any UpstreamCo Carryback Item arising in a Post-Distribution Period to any Combined Return, and (iii) not make any affirmative election to claim any such Upstream Carryback Item. Unless UpstreamCo otherwise consents in writing, Parent shall not (and shall cause each member of the Parent Group not to) file any Adjustment Request with respect to any Alcoa Australia Combined Return.

Section 4.07 Apportionment of Earnings and Profits and Tax Attributes .

(a) If the Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to UpstreamCo or the members of the UpstreamCo Group and treated as a carryover to the first Post-Distribution Period of UpstreamCo (or such member) shall be determined in good faith by Parent in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-21A and 1.1502-79A.

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the Parent Affiliated Group, other than those Tax Attributes described in Section   4.07(a) , and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return (other than an Alcoa Australia Combined Return) shall be apportioned to UpstreamCo or any member of the UpstreamCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines in good faith is otherwise required under applicable Law. No Tax Attribute with respect to any Alcoa Australia Combined Return shall be apportioned to Parent or any member of the Parent Group, except as UpstreamCo (or such member of the UpstreamCo Group shall designate) determines in good faith is otherwise required under applicable Law.

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(c) Except for any Tax Attribute with respect to any Alcoa Australia Combined Return, Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to UpstreamCo or any member of the UpstreamCo Group in accordance with this Section   4.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to UpstreamCo or any member of the UpstreamCo Group in accordance with applicable Law, and shall provide written notice of the calculation thereof to UpstreamCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to Parent. Solely to the extent relating to any Alcoa Australia Combined Return, UpstreamCo (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Parent or any member of the Parent Group in accordance with this Section   4.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Parent or any member of the Parent Group in accordance with applicable Law, and shall provide written notice of the calculation thereof to Parent as soon as reasonably practicable after the information necessary to make such calculation becomes available to UpstreamCo. For the avoidance of doubt, neither Parent nor UpstreamCo shall be liable to the other Company (or any member of its Group) for any failure of any determination under this Section   4.07 to be accurate under applicable Law.

(d) The written notices delivered by Parent and UpstreamCo pursuant to Section   4.07(c) shall be binding on the other Company, and each member of its Group and shall not be subject to dispute resolution. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, neither Parent nor UpstreamCo shall (and each shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notices.

Article 5. Payments .

Section 5.01 Payment of Taxes . In the case of any Tax Return reflecting Taxes for which the Company that is not the Responsible Company is responsible under Article   2 , the Responsible Company shall pay any Taxes required to be paid to the applicable Tax Authority on or before the relevant Payment Date (and provide notice and proof of payment to the other Company). The Responsible Company shall compute the amount of such Taxes allocable to the other Company under the provisions of Article   2 and shall provide written notice and demand for payment of such amount, accompanied by a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto, to the other Company. The other Company shall pay to the Responsible Company the amount of such Taxes allocable to the other Company under the provisions of Article   2 within twenty (20) Business Days of the date of receipt of such written notice and demand; provided that no such payment shall be required to be made earlier than five (5) Business Days prior to the relevant Payment Date.

Section 5.02 Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Taxes due with respect to such Tax Return required to be paid as a result of such adjustment. The Responsible Company shall compute the amount of such Taxes allocable to the other Company under the provisions of Article   2 and shall provide written notice and demand for payment of such amount, accompanied by a statement detailing the Taxes paid and describing in reasonable detail the particulars relating

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thereto, to the other Company. The other Company shall pay to the Responsible Company the amount of such Taxes allocable to the other Company under the provisions of Article   2 within twenty (20) Business Days of the date of receipt of such written notice and demand; provided that no such payment shall be required to be made earlier than five (5) Business Days prior to the date the additional Tax is required to be paid to the applicable Tax Authority.

Section 5.03 Indemnification Payments . Unless otherwise specified in this Agreement, all indemnification payments required to be made under this Agreement shall be made within twenty (20) Business Days of the date of receipt by the indemnifying party of written notice from the indemnified party of the amount owed, together with reasonable documentation showing the basis for the calculation of such amount and evidence of payment of such amounts by the indemnified party to the relevant Tax Authority or other recipient.

Section 5.04 Payors; Payees; Treatment .   All payments made under this Agreement shall be made by Parent directly to UpstreamCo and by UpstreamCo directly to Parent; provided , however , that if the Companies mutually agree with respect to any such payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the UpstreamCo Group, on the other hand, and vice versa (for the avoidance of doubt, if a Company makes a request to the other Company to the effect that any payment required to be made by it to the other Company or received by it from the other Company, in each case, pursuant to this Agreement, be made or received by a member of the relevant Company’s Group other than a Company, the other Company’s consent to such request shall not be unreasonably withheld, conditioned or delayed). All payments made pursuant to this Agreement shall be treated in the manner described in Article   13 .

Article 6. Tax Benefits .

Section 6.01 Tax Benefits .

(a) Except as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes (A) for which Parent is liable hereunder (other than any such Refund that is an UpstreamCo Retained Tax Benefit), or (B) that is a Parent Retained Tax Benefit and (ii) UpstreamCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) (A) of any Taxes for which UpstreamCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above) or (B) that is an UpstreamCo Retained Tax Benefit. The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

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(b) If (i) a member of the UpstreamCo Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Parent Group is liable hereunder or otherwise, (B) as a result of any liability, obligation, loss or payment (each, a “ Loss ”) for which a member of the Parent Group is required to indemnify any member of the UpstreamCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) that is a Parent Retained Tax Benefit (other than a Refund) or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the UpstreamCo Group as a result of any step-up in asset basis for U.S. federal income tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the Parent Group as a result of such Section 336(e) Election and for which a member of the UpstreamCo Group has actually indemnified Parent pursuant to this Agreement), or (ii) a member of the Parent Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the UpstreamCo Group is liable hereunder (other than any Taxes described in clause (ii) of the definition of “UpstreamCo Retained Taxes” (relating to certain Competent Authority adjustments)) or otherwise, (B) as a result of any Loss for which a member of the UpstreamCo Group is required to indemnify any member of the Parent Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), or (C) that is an UpstreamCo Retained Tax Benefit (in each case, other than a Refund), UpstreamCo or Parent, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within twenty (20) Business Days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section   6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

(c) No later than twenty (20) Business Days after a Tax Benefit described in Section   6.01(b) is Actually Realized by a member of the Parent Group or a member of the UpstreamCo Group, Parent or UpstreamCo, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section   6.01(b) . In the event that Parent or UpstreamCo, as the case may be, disagrees with any such calculation described in this Section   6.01(c) , Parent or UpstreamCo shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. Parent and UpstreamCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article   6 shall be determined in accordance with the disagreement resolution provisions of Article   14 as promptly as practicable.

(d) UpstreamCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, an UpstreamCo Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section   4.06 (a “ Permitted UpstreamCo Carryback ”); provided , however , that UpstreamCo

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shall indemnify and hold the members of the Parent Group harmless from and against any and all related costs and expenses and any collateral Tax consequences resulting from or caused by any such Permitted UpstreamCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Tax Attribute of any member of the Parent Group (each, a “ Parent Group Tax Attribute ”) if (x) such Parent Group Tax Attribute expires unutilized, but would have been utilized but for such Permitted UpstreamCo Carryback, or (y) the use of such Parent Group Tax Attribute is postponed to a later Tax Period than the Tax Period in which such Parent Group Tax Attribute would have been utilized but for such Permitted UpstreamCo Carryback. Any such payment of the amount of such Refund made by Parent to UpstreamCo pursuant to this Section   6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which UpstreamCo is entitled, and an appropriate adjusting payment shall be made by UpstreamCo to Parent such that the aggregate amount paid pursuant to this Section   6.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over by Parent to UpstreamCo pursuant to the foregoing provisions of this Section   6.01(d) is subsequently disallowed by the applicable Tax Authority, UpstreamCo shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to ParentCo.

Section 6.02 Parent and UpstreamCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation .

(a) To the extent permitted by applicable Law, any and all Income Tax deductions arising (i) by reason of exercises of options to acquire Parent or UpstreamCo stock, vesting of “restricted” Parent stock or UpstreamCo stock, or settlement of stock appreciation rights, restricted stock awards, restricted stock units or performance share units, or exercises, vesting or settlement of any other compensatory equity or equity-based award, in each case, following the Distribution, with respect to Parent stock or UpstreamCo stock (such options, stock appreciation rights, restricted stock, restricted stock units, performance share units, deferred stock units, and other compensatory equity or equity-based awards, collectively, “ Compensatory Equity Interests ”) held by any Person shall be claimed (A) in the case of a Parent Group Employee, Former Parent Group Employee, Parent Nonemployee Director or Former Nonemployee Director, solely by the Parent Group, and (B) in the case of an UpstreamCo Group Employee, Former UpstreamCo Group Employee or Transferred Director, solely by the UpstreamCo Group and (ii) by reason of any other compensation or employee benefit payment shall be claimed (A) in the case of a Parent Group Employee, Former Parent Group Employee, Parent Nonemployee Director or Former Nonemployee Director (a “ Parent Comp Deduction ”), solely by the Parent Group and (B) in the case of an UpstreamCo Group Employee, Former UpstreamCo Group Employee or Transferred Director (an “ UpstreamCo Comp Deduction ”), solely by the UpstreamCo Group. To the extent that any Parent Comp Deduction may not be claimed under applicable Law by a member of the Parent Group but may be claimed under applicable Law by a member of the UpstreamCo Group, UpstreamCo shall (or shall cause the relevant member of the UpstreamCo Group) to claim such deduction. To the extent that any UpstreamCo Comp Deduction may not be claimed under applicable Law by a member of the UpstreamCo Group but may be claimed under applicable Law by a member of the Parent Group, Parent shall (or shall cause the relevant member of the Parent Group) to claim such deduction.

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(b) Tax reporting and withholding with respect to Compensatory Equity Interests shall be governed by Section 4.02(h) of the Employee Matters Agreement. To the extent that any payroll, unemployment, contribution, social security or similar Taxes are not covered by the Employee Matters Agreement, (i) Parent shall be responsible for any such Taxes attributable to a Parent Group Employee, a Former Parent Group Employee, a Parent Nonemployee Director or a Former Nonemployee Director (and such Taxes shall be treated as Traceable Taxes that are clearly and directly traceable to one or more members of the Parent Group for all purposes of this Agreement) and (ii) UpstreamCo shall be responsible for any such Taxes attributable to an UpstreamCo Group Employee, a Former UpstreamCo Group Employee or Transferred Director (and such Taxes shall be treated as Traceable Taxes that are clearly and directly traceable to one or more members of the UpstreamCo Group for all purposes of this Agreement).

Article 7. Tax-Free Status .

Section 7.01 Representations of and Restrictions on UpstreamCo .

(a) Each of Parent and UpstreamCo hereby represents and warrants that (A) it has examined the Ruling Request, the Representation Letters and the Tax Opinions/Rulings (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions and policies of it, its Subsidiaries, its business or its Group), and (B) to the extent in reference to it, its Subsidiaries, its business or its Group, the facts presented and the representations made therein are true, correct and complete.

(b) UpstreamCo hereby represents and warrants that (A) it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of the UpstreamCo Group to take or fail to take any action) or knows of any circumstance, that could reasonably be expected to (i) adversely affect, jeopardize or prevent the Tax-Free Status of the Contribution and the Distribution (and the Debt-for-Equity Exchange, if any), (ii) adversely affect, jeopardize or prevent any Separation Transaction from having the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinions/Rulings, in the Separation Step Plan) or to qualify under any Tax Law as wholly or partially tax-free or tax-deferred to the extent that tax-free or tax-deferred treatment was intended or (iii) cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, the Ruling Request, the Representation Letters or the Tax Opinions/Rulings to be untrue, and (B) during the period beginning two years before the Distribution Date and ending on the Distribution Date, there was no “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the UpstreamCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the UpstreamCo Capital Stock (and any predecessor); provided that no representation or warranty is made by UpstreamCo regarding any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h) by any one or more officers or directors of Parent.

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Section 7.02 Restrictions on UpstreamCo.

(a) UpstreamCo shall not take or fail to take, or cause or permit any Affiliate of UpstreamCo to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Ruling Request, Representation Letters or Tax Opinions/Rulings. UpstreamCo shall not take or fail to take, or cause or permit any Affiliate of UpstreamCo to take or fail to take, any action if such action or failure to act would or reasonably could be expected to adversely affect, jeopardize or prevent (A) the Tax-Free Status of the Contribution, the Distribution and the Debt-for-Equity Exchange, if any, or (B) any Separation Transaction from having the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinions/Rulings, in the Separation Step Plan) or to qualify under any Tax Law as wholly or partially tax-free or tax-deferred to the extent that tax-free or tax-deferred treatment was intended.

(b) From the date hereof until the first Business Day after the Restriction Period, UpstreamCo shall (i) maintain its status as a company engaged in the UpstreamCo Active Trade or Business and (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in the UpstreamCo Active Trade or Business for purpose of Section 355(b)(2) of the Code.

(c) From the date hereof until the first Business Day after the Restriction Period, UpstreamCo shall not:

(i) enter into or permit to occur any Proposed Acquisition Transaction, or, to the extent UpstreamCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Transaction to occur;

(ii) merge or consolidate with any other Person or liquidate or partially liquidate, provided that this Section   7.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of UpstreamCo in existence as of the date of this Agreement and which do not result in UpstreamCo (or any successor) ceasing to exist as a corporation for U.S. federal income tax purposes;

(iii) in a single transaction or series of transactions sell or transfer 30% or more of the gross assets of any Active Trade or Business or 30% or more of the consolidated gross assets of UpstreamCo and its Affiliates (such percentages to be measured based on fair market value as of the Distribution Date);

(iv) redeem or otherwise repurchase (directly or through an Affiliate of UpstreamCo) any UpstreamCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48);

(v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of UpstreamCo Capital Stock (including, without limitation, through the conversion of one class of UpstreamCo Capital Stock into another class of UpstreamCo Capital Stock); or

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(vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or reasonably could have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in UpstreamCo (or any successor) or otherwise jeopardize the Tax-Free Status of the Contribution, the Distribution, the Debt-for-Equity Exchange, if any,

in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) UpstreamCo shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “ Post-Distribution Ruling ”) in accordance with Sections   7.05(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion, or (B) UpstreamCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion ( provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided , further , that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, and any management representations used as a basis for the Unqualified Tax Opinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived (which waiver may be withheld by Parent in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

Section 7.03 Certain Issuances of UpstreamCo Capital Stock . If UpstreamCo proposes to enter into any Section 7.03 Acquisition Transaction or, to the extent UpstreamCo has the right to prohibit any Section 7.03 Acquisition Transaction, proposes to permit any Section 7.03 Acquisition Transaction to occur, in each case, during the period from the date hereof until the first Business Day after the Restriction Period, UpstreamCo shall provide Parent, no later than ten (10) days following the signing of any written agreement with respect to the Section 7.03 Acquisition Transaction, with a written description of such transaction (including the type and amount of UpstreamCo Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of UpstreamCo to the effect that the Section 7.03 Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section   7.02(c) apply (a “ CFO Certificate ”).

Section 7.04 Restrictions on Parent . Parent agrees that it shall not take or fail to take, or cause or permit any Affiliate of Parent to take or fail to take, any action if such action or failure to act would or reasonably could be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Ruling Request, any Representation Letters or Tax Opinions/Rulings. Parent shall not take or fail to take, or cause or permit any Affiliate of Parent to take or fail to take, any action that would or reasonably could be expected to adversely affect,

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jeopardize or prevent (A) the Tax-Free Status of the Contribution, the Distribution and the Debt-for-Equity Exchange, if any, or (B) any Separation Transaction from having the tax treatment described in the Tax Opinion/Rulings (or, if not so described in the Tax Opinions/Rulings, in the Separation Step Plan) or to qualify under any Tax Law as wholly or partially tax-free or tax-deferred to the extent that tax-free or tax-deferred treatment was intended.

Section 7.05 Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions .

(a) If UpstreamCo determines that it desires to take one of the actions described in clauses (i) through (vi) of Section   7.02(c) (a “ Notified Action ”), UpstreamCo shall notify Parent of this fact in writing.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at UpstreamCo ’ s Request . Unless Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion, upon the reasonable request of UpstreamCo pursuant to Section   7.02(c) , Parent shall cooperate with UpstreamCo and use commercially reasonable efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling from the IRS (and/or any other applicable Tax Authority) or an Unqualified Tax Opinion for the purpose of permitting UpstreamCo to take the Notified Action. Notwithstanding the foregoing, Parent shall not be required to file or cooperate in the filing of any request for a Post-Distribution Ruling under this Section   7.05(b) unless UpstreamCo represents that (A) it has reviewed such request for a Post-Distribution Ruling, and (B) all statements, information and representations relating to any member of the Upstream Group contained in such request for a Post-Distribution Ruling are (subject to any qualifications therein) true, correct and complete. UpstreamCo shall reimburse Parent for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Parent personnel, incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by UpstreamCo within ten (10) Business Days after receiving an invoice from Parent therefor.

(c) Post-Distribution Rulings or Unqualified Tax Opinions at Parent ’ s Request . Parent shall have the right to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, UpstreamCo shall (and shall cause each Affiliate of UpstreamCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS, any other applicable Tax Authority or a Tax Advisor; provided that UpstreamCo shall not be required to make (or cause any Affiliate of UpstreamCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which matters or events it has no control). Parent shall reimburse UpstreamCo for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of UpstreamCo personnel, incurred by the Parent Group in connection with such cooperation within ten (10) Business Days after receiving an invoice from UpstreamCo therefor.

(d) Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Parent shall be permitted to apply for a Post-Distribution

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Ruling. In connection with obtaining a Post-Distribution Ruling, Parent shall (A) keep UpstreamCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (B) (1) reasonably in advance of the submission of any request for any Post-Distribution Ruling provide UpstreamCo with a draft copy thereof; (2) reasonably consider UpstreamCo’s comments on such draft copy; and (3) provide UpstreamCo with a final copy; and (C) provide UpstreamCo with notice reasonably in advance of, and UpstreamCo shall have the right to attend, any formally scheduled meetings with the IRS or other applicable Tax Authority (subject to the approval of the IRS or such Tax Authority) that relate to such Post-Distribution Ruling. Neither UpstreamCo nor any Affiliate of UpstreamCo directly or indirectly controlled by UpstreamCo shall seek any guidance from the IRS or any other Tax Authority (whether written, oral or otherwise) at any time concerning the Separation Transactions (including the impact of any transaction on the Separation Transactions).

Section 7.06 Liability for Separation Tax Losses .

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary (and in each case regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (C) of Section   7.02(c) may have been provided), subject to Section   7.06(c) , UpstreamCo shall be responsible for, and shall indemnify, defend, and hold harmless Parent and its Affiliates from and against, any Separation Tax Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, the Distribution, or any of the other Separation Transactions) of all or a portion of UpstreamCo’s and/or its Affiliates’ stock and/or assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by UpstreamCo or any of its Affiliates with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty-Percent or Greater Interest in UpstreamCo (or any successor thereof), (C) any action or failure to act by UpstreamCo after the Distribution (including, without limitation, any amendment to UpstreamCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of UpstreamCo stock (including, without limitation, through the conversion of one class of UpstreamCo Capital Stock into another class of UpstreamCo Capital Stock), (D) any act or failure to act by UpstreamCo or any Affiliate of UpstreamCo described in Section   7.02 or Section   7.03 (regardless whether such act or failure to act may be covered by a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (C) of Section   7.02(c) or a CFO Certificate) or (E) any breach by UpstreamCo of any of its agreements or representations set forth in Section   7.01 .

(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section   7.06(c) , Parent shall be responsible for, and shall indemnify, defend, and hold harmless UpstreamCo and its Affiliates from and against, any Separation Tax Losses that are attributable to, or result from any one or more of the following: (A) the acquisition of all or a portion of Parent’s and/or its Affiliates’ stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by Parent with respect to transactions or events (including, without limitation, stock issuances,

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pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause any of the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Parent (or any successor thereof) representing a Fifty-Percent or Greater Interest therein, or (C) any act or failure to act by Parent or a member of the Parent Group described in Section   7.04 or any breach by Parent of any of its agreements or representations set forth in Section   7.01(a) .

(c) To the extent that any Separation Tax Loss reasonably could be subject to indemnity under either or both Sections   7.06(a) and (b) , responsibility for such Separation Tax Loss shall be shared by Parent and UpstreamCo according to relative fault as determined by Parent in good faith.

Section 7.07 Payment of Separation Taxes .

(a) Calculation of Separation Taxes Owed . Parent shall calculate in good faith the amount of any Separation Tax Losses for which UpstreamCo is responsible under Section   7.06 . Such calculation shall be binding on UpstreamCo absent manifest error.

(b) Notification of Separation Taxes Owed . At least fifteen (15) Business Days prior to the date of payment of any Separation Tax Losses, Parent shall notify UpstreamCo of the amount of any Separation Tax Losses for which UpstreamCo is responsible under Section   7.06 . In connection with such notification, Parent shall make available to UpstreamCo the portion of any Tax Return or other documentation and related workpapers that are relevant to the determination of the Separation Tax Losses attributable to UpstreamCo pursuant to Section   7.06 .

(c) Payment of Separation Taxes Owed .

(i) At least ten (10) Business Days prior to the date of payment of any Separation Tax Losses with respect to which New UpstreamCo has received notification pursuant to Section   7.07(b) , UpstreamCo shall pay to Parent the amount attributable to the UpstreamCo Group as calculated by Parent pursuant to Section   7.07(a) . If Parent determines that it does not have a reasonable basis to file a Tax Return in a manner consistent with the Tax Opinions/Rulings, UpstreamCo shall pay the amount of Separation Tax Losses for which it is responsible, as determined by Parent pursuant to Section   7.07(a) and reported to UpstreamCo pursuant to Section   7.07(b) , at least ten (10) Business Days before such Tax Return is due (taking into account extensions).

(ii) With respect to all other Separation Tax Losses, UpstreamCo shall pay to Parent the amount attributable to the UpstreamCo Group as calculated by Parent pursuant to Section   7.07(a) within five (5) Business Days of the receipt by UpstreamCo of notification of the amount due.

Section 7.08 Section   336(e) Election . If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “ Section   336(e) Election ”) shall be made with respect to the Distribution, UpstreamCo shall (and shall cause its relevant Affiliates to) join with Parent (or its relevant Affiliate) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to effect such election. If a Section 336(e) Election is made, then this Agreement shall be amended in such a manner, if any, as is determined by Parent in good faith to take into account such Section 336(e) Election.

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Article 8. Assistance and Cooperation .

Section 8.01 Assistance and Cooperation .

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any Refund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Article   9 . Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes.

(b) Any information or documents provided under this Article   8 or Article   9 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision in this Agreement to the contrary, (i) neither Parent nor any of its Affiliates shall be required to provide UpstreamCo or any of its Affiliates or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to UpstreamCo or any other member of the UpstreamCo Group, the business or assets of UpstreamCo or any other member of the UpstreamCo Group and (ii) in no event shall either of the Companies or any of its respective Affiliates be required to provide the other Company or any of its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that either Company determines that the provision of any information to the other Company or its Affiliates could be commercially detrimental, violate any Law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Article   8 or Article   9 in a manner that avoids any such harm or consequence.

Section 8.02 Tax Return Information . UpstreamCo and Parent acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Parent or UpstreamCo pursuant to this Agreement. UpstreamCo and Parent acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by Parent or UpstreamCo could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis (but in no event later than ninety (90) days after such request).

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Section 8.03 Reliance by Parent . If any member of the UpstreamCo Group supplies information to a member of the Parent Group in connection with Taxes and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of UpstreamCo (or any officer of UpstreamCo as designated by the chief financial officer of UpstreamCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. UpstreamCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the UpstreamCo Group having supplied, pursuant to this Article   8 , a member of the Parent Group with inaccurate or incomplete information in connection with a Tax Liability.

Section 8.04 Reliance by UpstreamCo . If any member of the Parent Group supplies information to a member of the UpstreamCo Group in connection with a Tax Liability and an officer of a member of the UpstreamCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the UpstreamCo Group identifying the information being so relied upon, the chief financial officer of Parent (or any officer of Parent as designated by the chief financial officer of Parent) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the UpstreamCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group having supplied, pursuant to this Article   8 , a member of the UpstreamCo Group with inaccurate or incomplete information in connection with a Tax Liability.

Article 9. Tax Records .

Section 9.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the date hereof or relating to Taxes of the Groups for Pre-Distribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until at the earliest the later of (i) 90 days after the expiration of any applicable statutes of limitations (taking into account any extensions), or (ii) seven years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article   9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section   9.01 shall include a list of the Tax Records to be

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disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records.

Section 9.02 Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records to the extent reasonably required by the other Company in connection with the preparation of financial accounting statements, audits, litigation, the preparation of Tax Returns or the resolution of items under this Agreement.

Section 9.03 Preservation of Privilege . The parties hereto agree to (and to cause the applicable members of their respective Groups to) cooperate and use commercially reasonable efforts to maintain Privilege with respect to any documentation relating to Taxes existing prior to the Distribution Date or Separation Tax Losses to which Privilege may reasonably be asserted (any such documentation, “ Privileged Documentation ”), including by executing joint defense and/or common interest agreements where necessary or useful for this purpose. No member of the UpstreamCo Group shall provide access to or copies of, or otherwise disclose to any Person, any Privileged Documentation without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. No member of the Parent Group shall provide access to or copies of or otherwise disclose to any Person any Privileged Documentation without the prior written consent of UpstreamCo, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding any of the foregoing, in the event that (x) any Governmental Authority requests, outside of normal working hours, that either Company (or any of its Affiliates) provide to such Governmental Authority access to or copies of or otherwise disclose any Privileged Documentation, (y) immediate compliance with such request is required under applicable Law, and (z) such Company attempts in good faith to obtain the prior written consent of the other Company but is not able to do so, then such Company shall be permitted to comply with such request by such Governmental Authority without obtaining the prior written consent of the other Company and shall as promptly as practicable inform the other Company of such request and the access and/or disclosure provided pursuant thereto.

Article 10. Tax Contests .

Section 10.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest relating to Taxes, Refunds or other Tax Benefits for which it may be entitled to indemnification by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability and/or other relevant Tax matters in reasonable detail. The failure of one Company to notify the other of such communication in accordance with the immediately preceding sentences shall not relieve such other Company of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure timely to provide such notification actually prejudices the ability of such other Company to contest such Tax liability (or contest any determination in respect of any Refund or Tax Benefit) or increases the amount of such Tax liability (or reduces the amount of such Refund or Tax Benefit).

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Section 10.02 Control of Tax Contests .

(a) Separate Returns.   Except in the case of any Competent Authority Proceeding (which shall be governed by Section   10.02(c) ) or any Traceable Tax Contests (which shall be governed by Section   10.02(d) ):

(i) In the case of any Tax Contest with respect to any Parent Separate Return, Parent shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(e) and Section   10.02(g) .

(ii) In the case of any Tax Contest with respect to any UpstreamCo Separate Return, UpstreamCo shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(f) and  (g) .

(b) Combined Tax Returns.  Except in the case of any Competent Authority Proceeding (which shall be governed by Section   10.02(c) ) or any Traceable Tax Contests (which shall be governed by Section 10.02(d) ):

(i) In the case of any Tax Contest with respect to any Combined Return (other than any Alcoa Australia Combined Return), Parent shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(e) and Section   10.02(g) .

(ii) In the case of any Tax Contest with respect to any Alcoa Australia Combined Return, UpstreamCo shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(f) and  (g) .

(c) Competent Authority Proceedings . In the event that a Tax Authority proposes an adjustment with respect to a Tax Return of a Company (the “ Adjusted Company ”) or a member of its Group, and, in connection with such adjustment, a corresponding adjustment or other relief may be available to the other Company or a member of its Group pursuant to a Competent Authority Proceeding, the Adjusted Company shall promptly notify the other Company of such adjustment, and the Companies shall cooperate in good faith to determine whether to initiate a Competent Authority Proceeding to request such corresponding adjustment or other relief. If the Companies initiate any such Competent Authority Proceeding, or if any Competent Authority Proceeding that began before the date hereof remains ongoing, the Adjusted Company shall have the right to control such Competent Authority Proceeding; provided that (i) the Adjusted Company shall keep the other Company reasonably informed in a timely manner of all significant developments in respect of such Competent Authority Proceeding and all significant actions taken or proposed to be taken by the Adjusted Company with respect to such Tax Contest, (ii) the Adjusted Company shall timely provide the other Company with copies of any written materials prepared, furnished or received in connection with such Competent Authority Proceeding, (iii) the Adjusted Company shall consult with the other Company reasonably in advance of taking any significant action in connection with such Competent Authority Proceeding, (iv) the Adjusted Company shall consult with the other Company and offer the other

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Company a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Competent Authority Proceeding and shall consider the other Company’s comments in good faith, (v) the Adjusted Company shall conduct such Competent Authority Proceeding diligently and in good faith as if it were the only party in interest in connection with such Competent Authority Proceeding and (vi) the Adjusted Company shall not settle, compromise or abandon any such Competent Authority Proceeding without the prior written consent of the other Company, which consent shall not be unreasonably withheld, conditioned or delayed. The other Company shall cooperate with the Adjusted Company (including by providing any necessary information reasonably requested by the Adjusted Company) with respect to the conduct of any such Competent Authority Proceeding. In making any decisions in connection with any Competent Authority Proceeding described in this Section   10.02(c) (including the determination whether to initiate such Competent Authority Proceeding, relief to be sought pursuant to such Competent Authority Proceeding and actions to be taken in connection with such Competent Authority Proceeding), the Companies shall seek to minimize the aggregate Tax Liability of the Parent Group and the UpstreamCo Group.

(d) Traceable Tax Contests.

(i) Parent shall have exclusive control over any Separate Parent Traceable Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(e) and Section   10.02(g) ; provided that if Parent fails to defend a Separate Parent Traceable Tax Contest (whether by failing to participate in any portion of such Tax Contest or by failing to submit any materials in connection with such Tax Contest or otherwise), UpstreamCo shall have the right to assume exclusive control of such Tax Contest (at the Parent’s expense), including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(f) and Section   10.02(g) .

(ii) UpstreamCo shall have exclusive control over any Separate UpstreamCo Traceable Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(f) and  Section   10.02(g) ; provided that if UpstreamCo fails to defend a Separate UpstreamCo Traceable Tax Contest (whether by failing to participate in any portion of or by failing to submit any materials in connection with such Tax Contest or otherwise), Parent shall have the right to assume exclusive control of such Tax Contest (at UpstreamCo’s expense), including exclusive authority with respect to any settlement of such Tax Contest, subject to Section   10.02(e) and Section   10.02(g) .

(iii) In the event of any Joint Traceable Tax Contest, the Companies shall cooperate and shall jointly control such Tax Contest, subject to Section   10.02(g) . In the event of any disagreement regarding such Tax Contest, the provisions of Article   14 shall apply .

(e) UpstreamCo Rights.  In the case of any Tax Contest described in Section   10.02(a)(i) , (b)(i) or Section   10.02(d)(i) or the proviso in Section   10.02(d)(ii) (other than, in each case, any Tax Contest described in Section   10.02(g) ), if (x) as a result of such Tax Contest, UpstreamCo could reasonably be expected to become liable to make any material indemnification payment to Parent hereunder and (y) Parent has control of such Tax Contest pursuant to Section   10.02(a)(i) , (b)(i) or Section   10.02(d)(i) or the proviso in

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Section   10.02(d)(ii) , as applicable, then (i) Parent shall keep UpstreamCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (ii) Parent shall timely provide UpstreamCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) Parent shall consult with UpstreamCo reasonably in advance of taking any significant action in connection with such Tax Contest, (iv) Parent shall consult with UpstreamCo, offer UpstreamCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest and shall consider UpstreamCo’s comments in good faith, (v) Parent shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest and (vi) Parent shall not settle, compromise or abandon any such Tax Contest in a manner that would disproportionately disadvantage UpstreamCo and, in determining whether to settle, compromise or abandon any such Tax Contest, Parent shall otherwise make such determination in good faith as if it were the only party in interest in connection with such Tax Contest.

(f) Parent Rights . In the case of any Tax Contest described in Section   10.02(a)(ii) , (b)(ii) or (d)(ii) or the proviso in Section   10.02(d)(i) , if (x) as a result of such Tax Contest, Parent could reasonably be expected to become liable to make any material indemnification payment to UpstreamCo hereunder and (y) UpstreamCo has the right to control such Tax Contest pursuant to Section   10.02(a)(ii) , (b)(ii) or (d)(ii) or the proviso in Section   10.02(d)(i) , then (i) UpstreamCo shall keep Parent reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by UpstreamCo with respect to such Tax Contest, (ii) UpstreamCo shall timely provide Parent with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) UpstreamCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (iv) UpstreamCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest and shall consider Parent’s comments in good faith, (v) UpstreamCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest and (vi) UpstreamCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

(g) Separation Related Tax Contests.   Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section   10.02(g) . In the event of any Separation Related Tax Contest as a result of which UpstreamCo could reasonably be expected to become liable for any Separation Tax Losses, (A) Parent shall keep UpstreamCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide UpstreamCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with UpstreamCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer UpstreamCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest.

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Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article   14 of this Agreement or Article VII of the Separation and Distribution Agreement.

(h) Power of Attorney .

(i) Each member of the UpstreamCo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest controlled by Parent that is described in this Article   10 .

(ii) Each member of the Parent Group shall execute and deliver to UpstreamCo (or such member of the UpstreamCo Group as UpstreamCo shall designate) any power of attorney or other similar document reasonably requested by UpstreamCo (or such designee) in connection with any Tax Contest controlled by UpstreamCo that is described in this Article   10 .

Article 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements . This Agreement shall be effective as of the Effective Time. To the knowledge of the parties hereto, there are no prior intercompany Tax allocation agreements or arrangements solely between or among Parent and/or any of its Subsidiaries, on the one hand, and UpstreamCo and/or any of its Subsidiaries, on the other hand and no termination of any such arrangement or agreement, or any settlement of amounts owing in respect of any such arrangement or agreement should be required. To the extent that, contrary to the expectation of the parties, there is any such intercompany arrangement or agreement in place as of immediately prior to the Effective Time, (i) such arrangement or agreement shall be deemed terminated as of the Effective Time, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled as promptly as practicable. Upon such settlement, no further payments by or to Parent or any of its Subsidiaries or by or to UpstreamCo or any of its Subsidiaries with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement.

Article 12. Survival of Obligations . The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Article 13. Treatment of Payments; Tax Gross-Up .

Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments . In the absence of any change in Tax treatment under the Code or other applicable Tax Law and except as otherwise agreed between the Companies or as otherwise required by applicable Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) the UpstreamCo Cash Payment as a payment made pursuant to the Contribution; (ii) any payment required by this Agreement or by the Separation and Distribution Agreement (other

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than the UpstreamCo Cash Payment) as, as applicable, (A) a contribution by Parent to UpstreamCo or a distribution by UpstreamCo to Parent, as the case may be, occurring immediately prior to the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (B) an adjustment to the purchase price, or (C) as payments of an assumed or retained liability; and (iii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

Section 13.02 Tax Gross-Up . If, notwithstanding the manner in which payments described in clause (i) of Section   13.01 were reported, there is an adjustment to the Tax Liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

Section 13.03 Interest . Anything herein to the contrary notwithstanding, to the extent one Company (“ Indemnitor ”) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by Law) and as interest income by the Indemnitee (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Article 14. Disagreements .

Section 14.01 Dispute Resolution . The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “ Tax Advisor Dispute ”) between any member of the Parent Group and any member of the UpstreamCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If, within thirty (30) Business Days such good faith negotiations do not resolve the Tax Advisor Dispute, then the matter will be referred to such Tax Advisor as the Companies mutually agree. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall resolve the Tax Advisor Dispute according to such procedures as the Tax Advisor deems advisable and shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be consistent with the terms of this Agreement, and if so consistent,

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shall be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Article   16 , each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement.

Section 14.02 Injunctive Relief . Nothing in this Article   14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, Parent and UpstreamCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and UpstreamCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Article   14 .

Article 15. Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent (2%), compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Article   15 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Article   15 or the interest rate provided under such other provision.

Article 16. Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

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Article 17. General Provisions .

Section 17.01 Addresses and Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service or by registered or certified mail postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section   17.01 ):

If to Parent:

Alcoa Inc.

390 Park Avenue

New York, New York 10022

Attention: Chief Legal Officer

Facsimile: 212-836-2816

and

Alcoa Inc.

390 Park Avenue

New York, New York 10022

Attention: Chief Financial Officer

Facsimile: 212-836-2813

If to UpstreamCo:

Alcoa Upstream Corporation

201 Isabella Street

Pittsburgh, Pennsylvania 15212

Attention: General Counsel

Facsimile: 412-992-5440

and

Alcoa Upstream Corporation

390 Park Avenue

New York, New York 10022

Attention: Chief Financial Officer

Facsimile: 212-518-5491

A Company may, by notice to the other Company, change the address to which such notices are to be given.

Section 17.02 Assignability . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns (including, but not limited to, any successor of Parent or UpstreamCo succeeding to the Tax Attributes of either under Section 381 of the Code); provided that neither Company nor any such party thereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Company hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole ( i.e. , the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Company so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Company. Nothing in this Section   17.02 is intended to, or shall be construed to, prohibit either Company or any member of its Group from being party to or undertaking a change of control.

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Section 17.03 Waiver . Waiver by a Company of any default by the other Company of any provision of this Agreement shall not be deemed a waiver by the waiving Company of any subsequent or other default, nor shall it prejudice the rights of the other Company. No failure or delay by a Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 17.04 Severability .  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Companies shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Companies.

Section 17.05 Authority .   Parent represents on behalf of itself and each other member of the Parent Group, and UpstreamCo represents on behalf of itself and each other member of the UpstreamCo Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 17.06 Further Action .  The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Article   10 .

Section 17.07 Entire Agreement . This Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Companies with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Companies other than those set forth or referred to herein or therein. In the event of any inconsistency between this Agreement, the Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement with respect to matters addressed herein, the provisions of this Agreement shall control.

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Section 17.08 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Companies, and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

Section 17.09 No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at Law or equity. Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at Law or equity before recovering under the remedies provided in this Agreement.

Section 17.10 Currency . All amounts payable pursuant to this Agreement shall be payable in U.S. dollars, based on the conversion rate used at the time that the obligation to pay arises in the financial reporting systems of the party receiving such payment.

Section 17.11 Counterparts .  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Companies and delivered to the other Company. Each Company acknowledges that it and each other Company is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Company expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it shall not assert that any such signature or delivery is not adequate to bind such Company to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Company at any time, it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 17.12 Governing Law .   This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 17.13 Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) waive to the fullest extent permitted by law any right to trial or adjudication by jury.

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Section 17.14 Amendment .  No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Company, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Company against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 17.15 Performance . Parent shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Parent Group. UpstreamCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the UpstreamCo Group. Each Company (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Company’s obligations under this Agreement.

Section 17.16 Injunctions . Subject to the provisions of Article   14 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Company that is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of their respective rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Companies agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Companies.

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

[ Signature Page to Tax Matters Agreement ]

Exhibit 2.4

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

ALCOA INC.

AND

ALCOA UPSTREAM CORPORATION

DATED AS OF OCTOBER 31, 2016

TABLE OF CONTENTS

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-ii-

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2016 (this “ Agreement ”), is by and between Alcoa Inc., a Pennsylvania corporation (“ Parent ”), and Alcoa Upstream Corporation, a Delaware corporation (“ UpstreamCo ”).

R E C I T A L S:

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the UpstreamCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the UpstreamCo Business from the Parent Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of all the outstanding UpstreamCo Shares owned by Parent (the “ Distribution ”);

WHEREAS, to effectuate the Separation and Distribution, Parent and UpstreamCo have entered into a Separation and Distribution Agreement, dated as of October 31, 2016 (the “ Separation and Distribution Agreement ”); and

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: