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Exhibit
4(c)
SECOND SUPPLEMENTAL INDENTURE
dated as of July 15, 2008, between ALCOA INC., a corporation
duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein called the “Company”) having its
principal office at 390 Park Avenue, New York, New York, and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee
to J.P. Morgan Trust Company, N.A. (formerly known as Chase
Manhattan Trust Company, National Association, as successor trustee
to PNC Bank, National Association), a national banking association
organized and existing under the laws of the United States of
America, as Trustee (herein called the
“Trustee”).
RECITALS OF THE
COMPANY
The Company and the Trustee
are parties to an Indenture dated as of September 30, 1993 (as
supplemented by the First Supplemental Indenture dated as of
January 25, 2007 between the Company and the Trustee, the
“Indenture”), relating to the issuance from time to
time by the Company of its Securities. Capitalized terms used
herein, not otherwise defined, shall have the same meanings given
them in the Indenture.
Section 901(10) of the
Indenture provides that a supplemental indenture may be entered
into by the Company and the Trustee, without the consent of any
Holders, when properly authorized by a certified resolution adopted
by the Board of Directors, to cure any ambiguity, to correct or
supplement any provision therein which may be inconsistent with any
other provision therein, or to make any other provisions with
respect to matters or questions arising under the Indenture,
provided that such action shall not adversely affect the interests
of the Holders of Securities of any series or any related coupons
in any material respect.
The Company has requested the
Trustee to join with it in the execution and delivery of this
second supplemental indenture (the “Second Supplemental
Indenture”) in order to supplement and amend the Indenture to
correct Section 1304 of the Indenture.
The Company has determined
that this Second Supplemental Indenture complies with said
Section 901 and does not require the consent of any
Holders.
The Company represents and
warrants that all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company and the Trustee, in
accordance with the terms of the Indenture, and a valid amendment
of and supplement to the Indenture have been done.
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