UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

ALCOA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TO ALCOA SHAREHOLDERS:

I cordially invite you to the 20092010 annual meeting of Alcoa shareholders. The meeting this year will be held on Friday, May 8April 23 at 9:30 a.m. at the Senator John Heinz HistoryAugust Wilson Center, 1212 Smallman Street,980 Liberty Avenue, Pittsburgh, Pennsylvania 15222. The location is accessible to disabled persons, and we will have headsets available for the hearing impaired.

This proxy statement describes the items to be voted on at the meeting. In addition to voting, we will review the company’s major developments of 20082009 and answer your questions. I hope you will participate in this review of our company’s business and operations.

Whether or not you will be attending the meeting, your vote is very important. Please vote by promptly submitting your proxy by mail, by the internet or by phone. The details are in your proxy card.notice and this proxy statement.

I look forward to seeing you at the annual meeting.

Sincerely,

Sincerely,

Alain J. P. Belda Chairman of the Board March 5, 2010 Chairman of the Board

March 16, 2009

390 Park Avenue

New York, NY 10022-4608

NOTICE OF 20092010 ANNUAL MEETING

March 16, 20095, 2010

Alcoa’s annual meeting of shareholders will be held on Friday, May 8, 2009April 23, 2010 at 9:30 a.m. We will meet at the Senator John Heinz HistoryAugust Wilson Center, 1212 Smallman Street,980 Liberty Avenue, Pittsburgh, Pennsylvania 15222. Shareholders of record of Alcoa common stock at the close of business on February 11, 2009January 27, 2010 are entitled to vote at the meeting.

Shareholders will vote to:on:

You will need an admission ticket if you plan to attend the meeting. For registered holders, we have includedPlease see the questions and answers section of the proxy statement for advice as to how to obtain an admission ticket with your proxy card. If a broker holds your shares and you would like to attend, please write to: Alcoa, 201 Isabella Street, Pittsburgh, PA 15212-5858, Attention: Diane Thumma or emaildiane.thumma@alcoa.com. Please include a copyticket.

On behalf of your brokerage account statement or an omnibus proxy (which you can get from your broker), and we will send you an admission ticket.Alcoa’s Board of Directors,

On behalf of Alcoa’s Board of Directors,

Donna Dabney Vice President, Secretary

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT

THE ANNUAL MEETING AND VOTING

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2010.

The Alcoa BoardCompany’s Proxy Statement and 2009 Annual Report to Shareholders are available at

www.ReadMaterial.com/AA.

We are pleased this year to take advantage of Directors is soliciting proxies for the 2009 annual meeting of shareholders. This bookletSecurities and Exchange Commission (“SEC”) rule that permits companies to furnish proxy card contain information about the items you will vote on at the annual meeting. Distribution of these documentsmaterials to shareholders is scheduled to begin onover the Internet. On or about March 20, 2009.

Important5, 2010, we will begin mailing a Notice Regarding theof Internet Availability of Proxy Materials for(“Notice”). The Notice contains instructions on how to vote online, or in the Shareholders Meeting to be held on May 8, 2009—alternative, request a paper copy of the proxy statement is available athttp://www.alcoa.com/proxystatementmaterials and a proxy card. By furnishing a Notice and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual report is available atwww.alcoa.com/lnk/annualreport.meeting.

We encourage you to sign up for direct email notice of the availability of future proxy materials by submitting your email address when you vote your proxy via the Internet.

QUESTIONS AND ANSWERS

Who is entitled to vote and how many votes do I have?

If you are a common stock shareholder of record at the close of business on February 11, 2009,January 27, 2010, you can vote. For each matter presented for vote, you have one vote for each share you own.

How do I vote?

You may vote in person by attending the meeting or by completing and returning a proxy by mail, by telephone or electronically, using the Internet. To vote your proxy by mail, follow the instructions on your Notice to request a paper copy of the proxy card and proxy materials, mark your vote on the enclosed proxy card, then follow the directions on the card. To vote your proxy by telephone or electronically using the Internet, see the instructions on the proxy formNotice and have the proxy formNotice available when you call or access the Internet website. The proxy committee will vote your shares according to your directions. If you sign and return your proxy card but do not mark any selections, your shares represented by that proxy will be voted as recommended by the Board of Directors. Whether you plan to attend the meeting or not, we encourage you to vote by proxy as soon as possible.

How do I get an admission ticket to attend the Annual Meeting?

You may attend the meeting if you were a shareholder as of the close of business on January 27, 2010. If you plan to attend the meeting, you will need an admission ticket. If a broker holds your shares and you would like to attend the meeting, please write to: Alcoa, 201 Isabella Street, Pittsburgh, PA 15212-5858, Attention: Diane Thumma or email todiane.thumma@alcoa.com. Please include a copy of your brokerage account statement or a legal proxy (which you can get from your broker), and we will send you an admission ticket. If you are a registered shareholder, have your Notice available and either call 1 866 804-9594 or access the Internet atwww.AlcoaAdmissionTicket.com and follow the instructions provided.

What does it mean if I receive more than one proxy card?Notice?

If you are a shareholder of record or participate in Alcoa’s Dividend Reinvestment and Stock Purchase Plan or employee savings or stock purchase plans, you will receive one proxy cardNotice (or if you are an employee with an Alcoa email address, an email proxy form) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one proxy cardNotice or email proxy form, and in that case,

you can and are urged to complete eachvote all of the proxies (that represent together your total shareholdings) with your vote.shares, which will require you to vote more than once. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare Trust Company, N.A., at 1 888 985-2058 (in the U.S. and Canada) or 1 781 575-2724 (all other calls) or through the Computershare website,web site,http://www.computershare.comwww.computershare.com..

How do I vote if I participate in one of the employee savings plans?

You must provide the trustee of the employee plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically, using the Internet. You cannot vote your shares in person at the annual meeting; the trustee is the only one who can vote your shares. The trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time (EDT) on May 5, 2009.April 20, 2010.

Can I change my vote?

There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the meeting. (Please note that, in order to be counted, the revocation or change must be received by the cutoff time indicated6:00 a.m. EDT on the proxy card,April 23, 2010, or by 11:59 p.m. EDT on May 5, 2009April 20, 2010 in the case of instructions to the trustee of an employee savings plan):

Is my vote confidential?

Yes. Proxy cards, ballots and voting tabulations that identify shareholders are kept confidential. There are exceptions for contested proxy solicitations or when necessary to meet legal requirements. Corporate Election Services, Inc., the independent proxy tabulator used by Alcoa, counts the votes and acts as the inspector of election for the meeting.

Who can attend the annual meeting, and how do I obtain an admission ticket?

You may attend the meeting if you were a shareholder as of the close of business on February 11, 2009. If you plan to attend the meeting, you will need an admission ticket, which is part of your proxy form. If a broker holds your shares and you would like to attend, please write to: Alcoa, 201 Isabella Street, Pittsburgh, PA 15212-5858, Attention: Diane Thumma or email todiane.thumma@alcoa.com. Please include a copy of your brokerage account statement or an omnibus proxy (which you can get from your broker), and we will send you an admission ticket.

What constitutes a “quorum” for the meeting?

A quorum consists of a majority of the outstanding shares, present or represented by proxy. A quorum is necessary to conduct business at the annual meeting. You are part of the quorum if you have voted by proxy. Abstentions, broker non-votes and votes withheld from director nominees count as “shares present” at the meeting for purposes of determining a quorum. However, abstentions and broker non-votes do not count in the voting results. A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares.

VotingHow are votes counted?

At the close of business on February 11, 2009,January 27, 2010, the record date for the meeting, Alcoa had outstanding 801,774,7391,020,216,994 shares of common stock (excluding treasury shares). Each share of common stock is entitled to

one vote.

Director candidates who receive the highest number of votes cast will be elected. Approval of each other item being considered requires a majority of the votes cast.

Inelected; provided however, in any uncontested election of directors (an election in which the number of nominees is the same as the number of directors to be elected), any incumbent director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election must tender his or her resignation within 30 days of the final vote tally. The Board of Directors will decide whether to accept the resignation at its next regularly scheduled board meeting, through a process managed by the Governance and Nominating Committee, excluding the director in question. Thereafter, the Board of Directors promptly will disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the Securities and Exchange Commission. In reaching its decision, the board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the company, the overall composition of the board and whether accepting the tendered resignation would cause the company to fail to meet any applicable rule or regulation, including New York Stock Exchange listing requirements and federal securities laws.

Approval of Items 2 and 3 requires a majority of the votes cast. Amendments to Articles SEVENTH and EIGHTH of the Articles of Incorporation require the approval of shareholders holding 80% of the shares outstanding (Items 4, 5 and 6). Approval of the shareholder proposal included as Item 7 requires a majority of the votes cast.

Under recent amendments to the rules of the New York Stock Exchange rules, Item 1 is no longer a “routine” matter as to which brokerage firms may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to an uncontested director election. Because Alcoa has a plurality voting standard, however, broker non-votes will not affect the outcome of the vote on this Item.

Item 2 is a “routine” matter under New York Stock Exchange rules, and brokerage firms may vote in their discretion on behalf of clients that have not furnished voting instructions. Abstentions will not be treated as votes cast and will have no effect on the outcome of the vote on this Item.

Items 3, 4, 5, 6 and 7 are “non-routine” matters under New York Stock Exchange rules and brokerage firms are prohibited from voting on each of these Items without receiving instructions from the beneficial owners of the shares. In the case of Items 3 and 7, broker non-votes will not be considered as votes cast and will have no effect on the outcome of the vote, but will have the effect of a vote against Items 4, 5 and 6. Abstentions will likewise not be treated as votes cast for purposes of Items 3 and 7 and will have no effect on the outcome of the vote, but will have the effect of votes against Items 4, 5 and 6.

Who pays for the solicitation of proxies?

Alcoa pays the cost of soliciting proxies. Proxies will be solicited on behalf of the Board of Directors by mail, telephone, other electronic means or in person. We have retained Morrow & Company, LLC, 470 West Avenue, Stamford, CT 06902, to assist with the solicitation for a fee of $13,000 plus reasonable out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.

How do I comment on company business?

Your comments are collected when you vote using the Internet. We also collect comments from the proxy card and the Internet if you vote by mailing the proxy card or by using the Internet.card. You may also send your comments to us in care of the Corporate Secretary. Although it is not possible to respond to each shareholder, your comments help us to understand your concerns and address your needs.concerns.

May I nominate someone to be a director of Alcoa?

Yes, please see page 5455 of this proxy statement for complete details.

When are the 20102011 shareholder proposals due?

To be considered for inclusion in the 20102011 proxy statement, shareholder proposals must be received in writing at our principal executive offices no later than November 20, 2009.5, 2010. Address all shareholder proposals to: Alcoa, Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the 20102011 annual meeting, notice of intention to present the proposal must be received in writing at our principal executive offices by February 7, 2010.January 24, 2011. Address all notices of intention to present proposals at the 20102011 annual meeting to: Alcoa, Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. For information on the procedures for shareholder nominations of director candidates for the 20102011 annual meeting, see “Nominating Candidates for Election to the Board” on page 5455 of this proxy statement.

Will the annual meeting be webcast?

Yes, our annual meeting will be webcast on May 8, 2009.April 23, 2010. You are invited to visithttp://www.alcoa.comunder “About Alcoa—Corporate Governance—Annual Meeting” at 9:30 a.m. Eastern Daylight Time on May 8, 2009,April 23, 2010, to access the webcast of the meeting. Registration tofor the webcast is required. Pre-registration will be available beginning on May 1, 2009.April 14, 2010. An archived copy of the webcast also will be available on our website.

HOUSEHOLDING INFORMATIONweb site.

We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, shareholdersWhat is “householding”?

Shareholders of record who have the same last name and address and do not participate in electronic deliverywho request paper copies of the proxy materials will receive only one copy of our proxy statement and Annual Report, unless one or more of these shareholdersthem notifies us that they wish to continue receivingreceive individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householdingHouseholding will not in any way affect dividend check mailings.

If you participate in householding and wish to receiveWe will deliver promptly upon written or oral request a separate copy of thisthe Annual Report to security holders, proxy statement, andor Notice of Internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the 2008 Annual Report, please call 1 800 522-6757, or submit a request in writing to:document was delivered. Please direct such requests to Diane Thumma at Alcoa, Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858, and a copy of each of these documents will be providedAttention: Diane Thumma or email to you promptly.

If you do not wish to continue participating in householding and prefer to receive separate copies of future proxy statements and Annual Reports, pleasediane.thumma@alcoa.comor call 1 888 262-1102, or notify Alcoa in writing at the following address: Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230-1150.

If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the proxy statement and Annual Report, and you wish to receive only a single copy of each of these documents for your household, please contact Corporate Election Services as indicated above.412 553-1245.

ITEM 1—ELECTION OF DIRECTORS

As of the date of this proxy statement, Alcoa’s Board of Directors has 14 members divided into three classes. Directors are elected for three-year terms. In November 2008, Patricia F. Russo was appointed to the class of directors whose terms expire in 2009. The terms for members of each class end in successive years. Directors appointed to fill vacancies hold office for a term expiring at the annual meeting when the term for their class expires.

The Board of Directors has nominated four directors, Kathryn S. Fuller, Judith M. Gueron, Patricia F. Russothree incumbent directors: Carlos Ghosn, Michael G. Morris, and Ernesto Zedillo,E. Stanley O’Neal, to stand for re-election to the board for a three-year term expiring in 2012.2013, and one new nominee, Arthur D. Collins, Jr., to stand for election to the board for a three-year term expiring in 2013. Mr. Collins was recommended as a candidate for nomination to the Board of Directors by an independent search firm retained by the Governance and Nominating Committee.

The Board of Directors affirmatively determined that each of the nominees qualifies for election under the criteria for evaluation of directors, see “Minimum Qualifications for Director Nominees and Board Member Attributes” on page 5456 of this proxy statement. The directors standing for re-election were evaluated by the other members of the Board of Directors and the conclusion was reached that each such nominee was well qualified to stand for re-election to the board. In addition, the Board of Directors determined that each nominee qualifies as an independent director under applicable regulations and the company’s guidelines for independence.See “Board, Committee and Director Evaluations” on page 5253 and “Director Independence” on page 4950 of this proxy statement.

The Board of Directors recommends a vote FOR ITEM 1, the election of Kathryn S. Fuller, Judith M. Gueron, Patricia F. RussoArthur D. Collins, Jr., Carlos Ghosn, Michael G. Morris, and Ernesto Zedillo,E. Stanley O’Neal, to the Board for a three-year term expiring in 2012.2013.

The proxy committee will vote your proxy for the election of the four nominees unless you withhold authority to vote for any one or more of them. If any director is unable to stand for election, the board may reduce its size or choose a substitute. Proxies cannot be voted for a greater number of persons than the number of nominees named.

As of the date of this proxy statement, Alcoa’s Board of Directors had 14 members divided into three classes. Messrs. Alain J.P. Belda, Henry B. Schacht and Franklin A. Thomas will retire from the board when their terms expire April 23, 2010. Upon the retirement from the board of Messrs. Belda, Schacht and Thomas, the size of the board will be reduced in number to 12 members. Following their retirement as directors, Messrs. Schacht and Thomas will serve as senior advisors to the board, see page 51.

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2013

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2013

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2013

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2013

DIRECTORS WHOSE TERMS EXPIRE IN 2011

DIRECTORS WHOSE TERMS EXPIRE IN 2011

DIRECTORS WHOSE TERMS EXPIRE IN 2011

DIRECTORS WHOSE TERMS EXPIRE IN 2011

		Mr. Tata brings to the company’s board significant international business experience in a wide variety of industries. His Asian perspective adds valuable diversity to the deliberations of the Board.

DIRECTORS WHOSE TERMS EXPIRE IN 2012

DIRECTORS WHOSE TERMS EXPIRE IN 2012

DIRECTORS WHOSE TERMS EXPIRE IN 2012

DIRECTORS WHOSE TERMS EXPIRE IN 2012

DIRECTORS WHOSE TERMS EXPIRE IN 2010

Michael G. Morris		Mr. Morris, 62,Coverage of Exchange Risks, a mechanism created to manage the rescheduling of the foreign debt of the country’s private sector that involved negotiations and complex financial operations with hundreds of firms and international banks. He served in the Federal Government of Mexico as Undersecretary of the Budget (1987-1988); as Secretary of Economic Programming and the Budget and board member of various state owned enterprises, including PEMEX, Mexico’s national oil company (1988-1992); and as Secretary of Education (1992-1993). He was elected President of Mexico in August of 1994; his term ran from December of 1994 to December of 2000. He was a Distinguished Visiting Fellow at the London School of Economics in 2001 and has been at Yale University since 2002, where he is the Frederick Iseman ’74 Director of the Yale Center for the Study of Globalization; Professor in the Field of International Economics and Politics; Professor of International and Area Studies; and Professor Adjunct of Forestry and Environmental Studies. Mr. Zedillo belongs to the Boardinternational advisory boards of DirectorsACE Limited, Rolls-Royce, BP and JPMorgan-Chase. He is a senior advisor to the Credit Suisse Research Institute. His current service in 2008 and isnon-profit institutions includes being chairman of board of the Global Development Network, a member of the Public Issues Committee. Mr. Morris is Chairman, President and Chief Executive Officer, American Electric Power Company, Inc. (AEP), a public utility holding company. Mr. Morris was elected President and Chief Executive Officer of AEP in January 2004; Chairmaninternational advisory board of the Board of AEP in February 2004; and Chairman, President and Chief Executive Officer of all of AEP’s major subsidiaries in January 2004. From 1997 to 2003, Mr. Morris was Chairman, President and Chief Executive Officer of Northeast Utilities. Prior to that, he held positions of increasing responsibility in energy and natural gas businesses. Mr. Morris is a Director of American Electric Power Company, Inc. and The Hartford Financial Services Group, Inc.
E. Stanley O’Neal		Mr. O’Neal, 57, was elected to the Board of Directors in 2008 and isCouncil on Foreign Relations, a member of the Audit Committee. Mr. O’Neal served as ChairmanFoundation Board of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002, President of U.S. Private Client from February 2000 to July 2001, Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility.
Henry B. Schacht		Mr. Schacht, 74, was elected to the Board of Directors in 1994. He is Chairman of the Audit CommitteeWorld Economic Forum and a member of the Executive Committee and the Public Issues Committee. He has been Managing Director and Senior Advisor, Warburg Pincus LLC, a global private equity firm, since 2004.Bill & Melinda Gates Foundation’s Global Development Advisory Panel.   Mr. Schacht served as Chairman (1996 to 1998;Zedillo’s broad experience in government and October 2000 to February 2003) and Chief Executive Officer (1996 to 1997; October 2000 to January 2002) of Lucent Technologies Inc. He also previously served as Senior Advisor (1998 to 1999 and 2003) to Lucent. Mr. Schacht was managing director of Warburg Pincus LLC from February 1999 until October 2000.international politics provides insight into governmental relations in the various countries in which the company operates.   Mr. Schacht was Chairman (1977 to 1995) and Chief Executive Officer (1973 to 1994) of Cummins Inc., a leading manufacturer of diesel engines.

Franklin A. Thomas Lead Director		Mr. Thomas, 74, was elected to the Board of Directors in 1977. He is Lead Director, Chairman of the Governance and Nominating Committee and a member of the Compensation and Benefits Committee and the Executive Committee. He has been a consultant, The Study Group, a nonprofit institution assisting development in South Africa, since 1996 and has beenZedillo also qualifies as an advisor to the United Nations Fund for International Partnerships, since 1998. Mr. Thomas was President and Chief Executive Officer, The Ford Foundation from 1979 to 1996. He was President and Chief Executive Officer of Bedford Stuyvesant Restoration Corporation, a nonprofit community development corporation, from 1967 to 1977. Prior to that he served as Deputy Police Commissioner for the New York City Police Department and was named Assistant United States Attorney for the Southern District of New York. Mr. Thomas is a Director of Citigroup Inc.
DIRECTORS WHOSE TERMS EXPIRE IN 2011
Joseph T. Gorman		Mr. Gorman, 71, was elected to the Board of Directors in 1991. He is Chairman of the Compensation and Benefits Committee and a member of the Audit Committee and the Executive Committee. Mr. Gorman is Chairman and Chief Executive Officer, Moxahela Enterprises, LLC, a venture capital firm, since 2001. Mr. Gorman retired as Chairman and Chief Executive Officer of TRW Inc., a global company serving the automotive, space and information systems markets, in June 2001, after a 33-year career with the company, and after having served in those positions since 1988. Mr. Gorman is a Director of AssureTec Systems, Inc., Ice Energy, Inc., Pinnacle Care International, Vector Intersect Security Acquisition Corp. and Whoop, Inc.
Klaus Kleinfeld		Dr. Kleinfeld, 51, was elected to the Board of Directors in 2003. He has been President and Chief Executive Officer of Alcoa since May 2008. Dr. Kleinfeld was President and Chief Operating Officer of Alcoa from October 2007 to May 2008. Dr. Kleinfeld was President and Chief Executive Officer, Siemens AG, a global electronics and industrial conglomerate, from January 2005 to June 2007. He served as Deputy Chairman of the Managing Board and Executive Vice President of Siemens AG from 2004 to January 2005. He served as President and Chief Executive Officer of Siemens Corporation, the U.S. arm of Siemens AG, from 2002 to 2004 and Chief Operating Officer of Siemens Corporation from January to December 2001. Prior to his U.S. assignment, Dr. Kleinfeld was Executive Vice President and a member of the Executive Board of the Siemens AG Medical Engineering Group in Germany from January to December 2000. Dr. Kleinfeld is a Director of Bayer AG.

James W. Owens		Mr. Owens, 63, was elected to the Board of Directors in 2005. He is a member of the Audit Committee. Mr. Owens is Chairman and Chief Executive Officer, Caterpillar Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines, since February 2004. Mr. Owens served as Vice Chairman of Caterpillar from December 2003 to February 2004, and as Group President from 1995 to 2003, responsible at various times for 13 of the company’s 25 divisions. Mr. Owens joined Caterpillar in 1972 as a corporate economist and has held numerous management positions at Caterpillar from that time to the present. Mr. Owens is a Director of Caterpillar Inc. and International Business Machines Corporation.
Ratan N. Tata		Mr. Tata, 71, was elected to the Board of Directors in 2007 and is a member of the Public Issues Committee. Mr. Tata is Chairman, Tata Sons Limited, the holding company of the Tata Group, one of India’s largest business conglomerates, since 1991. Mr. Tata is Chairman of the major Tata Group companies including Tata Industries, Tata Motors, Tata Steel, Tata Consultancy Services, Tata Power, Tata Tea, Tata Chemicals, Indian Hotels, and Tata Teleservices. Mr. Tata joined the Tata Group in December 1962. Mr. Tata is associated with numerous charitable and business organizations in India and abroad. Mr. Tata is a Director of Fiat S.p.A., The Bombay Dyeing & Manufacturing Company, Limited, and Hindustan Aeronautics Limited.audit committee financial expert.

ITEM 2—PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR

The company’s Audit Committee Charter provides in relevant part:

“The Committee shall have sole authority and be directly responsible for the retention, compensation, oversight, evaluation and termination (subject, if applicable, to shareholder ratification) of the work of the Company’s outside auditors for the purpose of preparing or issuing an audit report or related work. The Company’s outside auditors shall report directly to the Committee.”

In 2004,Although the company’s By-Laws do not require that shareholders ratify the appointment of PricewaterhouseCoopers LLP as the outside auditor, the board determined in 2004 that the annual selection of the outside auditor would be so submitted for ratification as a matter of good corporate governance. If the shareholders fail to shareholders for ratification. Theratify the selection, the Audit Committee selectedwill reconsider whether or not to retain PricewaterhouseCoopers LLP to serve as our independent auditor for 2009, subject to ratification by our shareholders. PricewaterhouseCoopers LLP served as the company’s independent auditor in 2008.

Representatives of PricewaterhouseCoopers LLP will be present at the 2009 annual meeting of shareholders to answer questions and to make a statement if they desire to do so.

Vote Required for Approval

For this proposal to be adopted, a majority of the votes cast by shareholders must be voted for approval.LLP.

The Board of Directors recommends a vote FOR ITEM 2, to ratify the selection of the independent auditor. The proxy committee will vote your proxy for this item unless you give instructions to the contrary on the proxy.

20092010 REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the company’s financial reporting process on behalf of the Board of Directors, and it is thus responsible for assisting the board in fulfilling its oversight responsibilities for the integrity of the company’s financial statements and internal controls; the company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; and the performance of the independent auditors as well as the company’s own internal audit function. Management has primary responsibility for the preparation of the company’s financial statements and the development and maintenance of adequate systems of internal accounting and financial controls. The auditors, both internal and independent, have responsibility then to review and audit, when appropriate, those financial statements and internal controls. Based upon the audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States), the independent auditor is responsible for expressing an opinion on the consolidated financial statements and internal controls.control over financial reporting. The Audit Committee monitors and oversees all of these processes.

The committee has discussed with PricewaterhouseCoopers LLP the firm’s independence from the company and management, and has received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the committee concerning independence. In addition, the committee has discussed with the independent auditor the matters required communications with audit committees pursuant to be discussed by Statement on Auditing Standards No. 61, as amended.PCAOB standards.

The committee has considered whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence. We have established a policy on requiring pre-approval of fees for audit, audit-related, tax and other services, which is set forth in Attachment BA to this proxy statement.

We retain the independent auditor to provide services for audit and audit-related work and for limited tax services. We have referred most of our tax work to another accounting firm. The lead audit partner is rotated at least every five years in accordance with Securities and Exchange Commission requirements. In 2009, a new lead partner was designated. The committee has concluded that the independent auditor is independent from the company and its management.

The committee has reviewed with the Vice President—Audit and the independent auditor the overall scope and specific plans for their respective audits, and the committee regularly monitored the progress of both in assessing the company’s compliance with Section 404 of the Sarbanes-Oxley Act, including their findings, required resources and progress to date.

At every regular meeting, the committee meets separately, and without management present, with the Vice President—Audit and the independent auditor to review the results of their examinations, their evaluations of the company’s internal controls, and the overall quality of Alcoa’s accounting and financial reporting. The committee also meets separately at its regular meetings with the Chief Financial Officer and the General Counsel.Chief Legal and Compliance Officer.

In that context, the committee has met and discussed with management and the independent auditor the fair and complete presentation of the company’s financial statements. The committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and the committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditor.

Relying on the foregoing reviews and discussions, the committee recommended to the Board of Directors, and the board approved, inclusion of the audited consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2008,2009, for filing with the Securities and Exchange Commission. In addition, the committee has approved, subject to shareholder ratification, the selection of PricewaterhouseCoopers LLP as the company’s independent auditor for 2009.2010.

See page 5052 of this proxy statement, “Committees—Audit Committee,” for information on the committee’s 20082009 meetings.

The Audit Committee

Henry B. Schacht,Chairman

Joseph T. Gorman

Judith M. Gueron

E. Stanley O’Neal

James W. Owens

Ernesto Zedillo

March 13, 2009

POLICY ON PRE-APPROVAL OF AUDIT SERVICES

To assist it in carrying out its responsibility for appointing, setting compensation and overseeing the work of the independent auditor, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. The pre-approval policies and procedures adopted by the Audit Committee for audit and non-audit services in 2008, including specific definitions of the categories of services, are attached.See “Attachment B” on page 59 of this proxy statement.All fees are budgeted at the beginning of the year, and throughout the year at each Audit Committee meeting, the Audit Committee requires the independent auditor and management to report actual fees versus budget by category of service. During the year it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval categories, or to increase an estimated amount for services already approved. In that situation, the Audit Committee requires specific pre-approval before the independent auditor is engaged for the work or the additional work is undertaken. The Audit Committee may delegate pre-approval authority to one or more of its members. In that case, the member must report to the full Audit Committee at its next meeting any pre-approval decisions taken.February 18, 2010

AUDIT AND NON-AUDIT FEES

The following table shows fees for professional services rendered by PricewaterhouseCoopers LLP for the past two fiscal years ended December 31 (in millions):

Audit Feesinclude the base audit fee, effects of foreign currency exchange rates on the base audit fee, scope adjustments to the base audit requirements, accounting and audit advisory services and audits of businesses to be divested. The decrease in Audit Fees in 2008 as compared with 2007 was due primarily to the sale of the Packaging and Consumer business segment.

Audit-Related Fees include due diligence services for acquisitions and divestitures, audits of employee benefit plans, agreed upon or expanded audit procedures for accounting or regulatory requirements and consultation with management as to accounting or disclosure treatment.

Tax Feesinclude U.S. Federal, State and local tax support, international tax support, review and preparation of U.S. and international tax returns and preparation of tax returns for expatriate employees.

Other Feeswere for services to review the company’s actuarial calculations for its captive insurance company, the amount of which roundedrounds to zero.zero in both 2009 and 2008.

ITEM 3—PROPOSAL TO APPROVE 2009 ALCOA STOCK INCENTIVE PLANA MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS

The Board of Directors recommends approval of the following amendment to the Articles of Incorporation of the company in order to adopt a majority voting standard for the election of directors in uncontested elections.

Under Pennsylvania law, the default voting standard for the election of directors by shareholders is the plurality standard under which directors receiving the highest number of votes shall be elected. The company has a plurality standard for the election of directors, with a policy that requires directors to offer to resign if they receive more “withhold” votes than votes “for” their election. The proposal to adopt a majority voting standard would permit shareholders to vote “for” or “against” each director standing for election in any uncontested election. In March 2009,light of corporate governance trends, the Board of Directors has concluded that requiring directors to receive a majority of votes cast in an uncontested election is an appropriate standard and should be approved the 2009 Alcoa Stock Incentive Plan (the 2009 Plan), subject to approval by shareholders at the 2009 annual meeting. If approved, the 2009 Plan will become effective on May 8, 2009 and will replace the 2004 Alcoa Stock Incentive Plan (the 2004 Plan), under which no further awards may be granted after April 30, 2009.The Board recommends that you vote for approval of the 2009 Plan.

In this section we have summarized the principal features of the 2009 Plan. This summary is not a complete description of the 2009 Plan and is qualified in its entirety by reference to the full text of the 2009 Plan. A copy of the 2009 Plan is attached as Attachment C.

Purposes of the 2009 Plan

The 2009 Plan authorizes the Compensation and Benefits Committee (the “Committee”) to make stock-based awards to employees of the company and its subsidiaries. The 2009 Plan also authorizesour shareholders. Accordingly, the Board of Directors to make stock-based awards to non-employee directors. Although there are no current plans to make stock grantshas unanimously adopted resolutions approving the following amendment to the directors, we wantArticles of Incorporation and recommending the flexibilityamendment to do so in the future. The maximum share limit per calendar yearshareholders for approval:

Add a non-employee director is 10,000 shares.

The purpose of the 2009 Plan is to encourage participants to acquire an increased proprietary interest in the long-term growth and financial success of the company and to further link the interests of such individualsnew Article ELEVENTH to the long-term interestsArticles of shareholders.Incorporation:

Current Awards Outstanding

To facilitate the shareholder approval process of the 2009 Plan, set forth below is information regarding shares currently outstanding under prior plans. The company made its annual award grant to executives in January 2009 and those awards are included in the data below.

Under the 2009 Plan, the Compensation and Benefits Committee of the Board, which is comprised of non-employee directors, has authority to grant awards to employees of the company and its subsidiaries, and the full Board of Directors has authorityat a meeting of shareholders if the votes cast for such nominee by holders of shares entitled to grant awards to non-employee directors.vote in the election, exceed the votes cast against such nominee’s election (excluding abstentions), except in a contested election (as such term shall be defined in the By-Laws of the company). Any nominee for director in a non-contested election who is not an incumbent director and is not so elected shall not take office. Any incumbent director nominated for re-election in a non-contested election but not so elected shall, in the event the director’s successor shall not be duly elected and qualified, take such actions (which may include the tender of the director’s resignation for consideration by the Board of Directors) as shall be consistent with applicable law and the company’s By-Laws. The Board of Directors also may assume responsibilities otherwise assignedshall have the authority to adopt and amend appropriate By-Laws to implement this Article Eleventh.”

If the amendment to the Committee. The Board may not amendArticles of Incorporation set forth above is approved by the 2009 Plan without shareholder approval ifshareholders, the amendment would materially increase the benefits received by participants, materially increase the maximum numberfollowing new Section 5 of shares that may be issued under the 2009 Plan, or materially modify the 2009 Plan’s eligibility requirements. The Board or the Committee may amend the terms of any award previously granted, provided, however, that the existing rights of a participant may not be impaired without the participant’s consent, and neither the Board nor the Committee may amend the terms of any option to reduce its exercise price.

The Committee has the authority, subject to termsArticle II of the 2009 Plan, to select employees to whom it will grant awards, to determine the types of awards and the number of shares covered, to set the terms and conditionsBy-Laws, which has been approved by a unanimous vote of the awards and to cancel or suspend awards. The Committee also has authority to interpret the 2009 Plan, to establish, amend and rescind rules applicable to the 2009 Plan or awards under the 2009 Plan, to approve the terms and provisions of any agreements relating to 2009 Plan awards and to make all determinations relating to awards under the 2009 Plan. The Board of Directors, has similar authoritywill also become effective:

“Section 5.Election of Directors. In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election (excluding abstentions) by holders of shares entitled to vote in the election shall immediately tender his or her resignation, and the Board of Directors shall decide, through a process managed by the Governance and Nominating Committee and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled Board meeting. The Board’s explanation of its decision shall be promptly disclosed in accordance with respect to awards to non-employee directors. Non-employeethe rules and regulations of the Securities and Exchange Commission. An election of directors may not receive awards of more than 10,000 shares in any one-year period. The 2009 Plan permits delegation of certain authority to executive officers in limited instances to make, cancel or suspend awards to employees who are not Alcoa directors or executive officers.

Eligibility

All employees of Alcoa and its subsidiaries and all non-employee directors of Alcoa are eligibleshall be considered to be selected as participants. About 3,290 current and former employees hold awards undercontested if there are more nominees for election than positions on the 2004 Plan and prior plans. At December 31, 2008,board of directors to be filled by election at the company had approximately 87,000 employees worldwide and 12 non-employee directors.

Termmeeting of shareholders.”

If shareholders approve this proposal, the 2009 Plan, itcompany will file Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania, whereupon the amendment to the company’s Articles of Incorporation will become effective on May 8, 2009. No award may be granted under the 2009 Plan after May 7, 2019.effective.

Types of Awards

The following types of awards may be granted under the 2009 Plan:

These forms of awards may have a performance feature under which the award is not earned unless performance goals are achieved.

Shares available for Awards

Shares of Alcoa common stock issued under the 2009 Plan may consist of authorized but unissued shares or treasury shares.

Stock Option Awards

Under the 2009 Plan, stock option awards entitle a participant to purchase shares of Alcoa common stock at a fixed price during the option term which is equal to the fair market value of the company’s stock on the date of the grant. The minimum vesting period for stock options is one year. The maximum term of stock options granted is ten years. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of the stock option. Options with a reload feature will not be granted under the 2009 Plan. The option price must be paid in full upon exercise of the option, in cash, by surrendering shares of Alcoa common stock that were owned for a certain minimum period and whose value equals the option price or by a combination of cash, shares or other consideration approved by the Committee.

Stock Appreciation Rights

A stock appreciation right (SAR) entitles the holder to receive, on exercise, the excess of the fair market value of the shares on the exercise date (or, if the Committee so determines, as of any time during a specified period before the exercise date) over the SAR grant price. The Committee may grant SAR awards as stand-alone awards or in combination with a related option award under the 2009 Plan. The SAR grant price is set by the Committee and may not be less than the fair market value of the shares on the date of grant. Payment upon exercise will be in cash, stock or other property or any combination of cash, stock or other property as the Committee may determine. Unless otherwise determined by the Committee, any related option will no longer be exercisable to the extent the SAR has been exercised, and the exercise of an option will cancel the related SAR. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of a stock appreciation right. The maximum term of stock appreciation rights is ten years, or if granted in tandem with an option, the expiration date of the option. The minimum vesting period of a stock appreciation right is one year.

Restricted Shares

A restricted share is a share issued with such contingencies or restrictions as the Committee may impose. Until the conditions or contingencies are satisfied or lapse, the stock is subject to forfeiture. Restricted share awards that are restricted only on the passage of time shall have a minimum three-year pro-rata restriction period (the restrictions lapse each year as to 1/3 of the restricted share awards); provided, however, that a restriction period of less than this period may be approved for awards with respect to up to 5% of the shares authorized under the Plan. A recipient of a restricted share award has the right to vote the shares and receive dividends on them unless the Committee decides otherwise. If the participant ceases to be an employee before the end of the contingency period, the award is forfeited, subject to such exceptions as authorized by the Committee.

Restricted Share Units

A restricted share unit is an award of a right to receive, in cash or shares, as the Committee may determine, the fair market value of one share of company common stock, on such terms and conditions as the Committee

may determine. Restricted share units that are vested only on the passage of time have a minimum three-year pro-rata vesting period (1/3 vests each year), provided that a vesting period of less than three years may be approved for restricted share units with respect to up to 5% of the shares authorized under the 2009 Plan.

Performance Awards

A performance award may be in any form of award permitted under the 2009 Plan. We have in the past granted performance awards in the form of options and restricted share units. The Committee may select periods of at least one year during which performance criteria chosen by the Committee are measured for the purpose of determining the extent to which a performance award has been earned. The Committee decides whether the performance levels have been achieved, what amount of the award will be paid and the form of payment, which may be cash, stock or other property or any combination.

Dividends

The Committee may provide that dividends or dividend equivalents will be paid on shares covered by outstanding restricted share units or restricted shares but no dividends may be paid on stock options or SAR’s. Dividends or dividend equivalents may be accrued on performance restricted share units and paid out after the number of awards earned is determined. No dividends or dividend equivalents may be paid on unearned performance restricted share units.

Substitute Awards

The Committee may grant awards to employees of companies acquired by Alcoa or a subsidiary in exchange for or assumption of outstanding stock-based awards issued by the acquired company. Shares covered by substitute awards will not reduce the number of shares otherwise available for award under the 2009 Plan.

Option and SAR Repricing Prohibited

The 2009 Plan prohibits repricing of options or SARs without shareholder approval. Repricing means the cancellation of an option or SAR in exchange for cash, other awards or the grant of a new option or SAR with a lower exercise price than the original option or SAR, or the amendment of an outstanding award to reduce the grant price. The grant of a substitute award (as described above) is not a repricing.

Adjustments

The 2009 Plan provides for adjustments of awards and shares authorized for issuance under the 2009 Plan in the event of stock splits, recapitalizations, mergers, consolidations, and other changes in the stock. In that event, the Committee will make such substitutions or adjustments in the aggregate number or class of shares that may be distributed under the 2009 Plan (including the substitution of similar awards denominated in the shares of another company) and in the number, class and option price or other price of shares subject to outstanding awards as it believes to be equitable or appropriate to maintain the purpose of the original grant.

Consideration for Awards

Unless otherwise determined by the Committee, and except as required to pay the purchase price of options, recipients of awards are not required to make any payment or provide consideration other than rendering of services.

Transferability of Awards

Awards may be transferred by laws of descent and distribution or to a guardian or legal representative or to family members or a trust for family members, or otherwise as the committee may determine; provided however, that awards may not be transferred to a third party for value or consideration.

Change in Control Provisions

The definition of change in control is based on the Internal Revenue Code Section 409A definition. It provides that if one of the following events has occurred, a change in control of Alcoa will have happened:

(a) any one person or more than one person acting as a group (as determined in accordance with Section 1.409A-3(i)(5)(v)(B) of the regulations promulgated under the Code) (a “Person”) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person), in either case whether by purchase in the market, tender offer, reorganization, merger, statutory share exchange or consolidation, other similar transaction involving the Company or any of its subsidiaries or otherwise (a “Transaction”), common stock of the Company possessing 30% or more of the total voting power of the stock of the Company unless (A) all or substantially all of the individuals and entities that were the beneficial owners of the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or the combined voting power of the then outstanding voting securities of the Company (the “Outstanding Company Voting Securities”) immediately prior to such Transaction own, directly or indirectly, 50% or more of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Transaction (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Transaction of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Transaction were members of the board of directors of the Company at the time of the Transaction (which in the case of a market purchase shall be the date 30% ownership was first acquired, in the case of a tender offer, when at least 30% of the Company’s shares were tendered, and in other events upon the execution of the initial agreement or of the action of the Board providing for such Transaction); and provided, further, that, for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate;

(b) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Company’s Board before the date of such appointment or election; and

(c) any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets of the Company that have a total gross fair market value of more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

In order to preserve the value of outstanding awards for participants in the event of a change in control of Alcoa, unless the Committee determines otherwise at the time of grant of a particular award:

Performance-Based Compensation—Section 162(m)

Section 162(m) of the Internal Revenue Code limits the amount of the deduction that the company may take on its U.S. federal tax return for compensation paid to any of the named executive officers in the proxy statement (the Code refers to these officers as “covered employees”). The limit is $1 million per covered employee per year, with certain exceptions. This deductibility cap does not apply to “performance-based compensation,” if approved by shareholders. The annual limits on performance based compensation per participant for awards intended to comply with 162(m) are: 1 million shares if the award is in the form of restricted shares or restricted stock units; 4 million shares if the award is in the form of stock options or stock appreciation rights; and $10 million in value if the award is paid in property other than shares.

Tax Aspects of the 2009 Plan

The grant of a nonqualified stock option or SAR under the 2009 Plan has no U.S. federal income tax consequences for a U.S. citizen or resident or the company. Upon exercise of a stock option or SAR, Alcoa may take a tax deduction and the participant realizes ordinary income. The amount of this deduction and income is equal to the difference between the fair market value of the shares on the date of exercise and the fair market value of the shares on the grant date. The Committee may permit or require participants to surrender Alcoa shares in order to satisfy the required withholding tax obligation.

Regarding 2009 Plan awards (other than options or SARs) that are settled either in cash or in stock or other property that is either transferable or not subject to substantial risk of forfeiture, a U.S. citizen or resident must recognize ordinary income equal to the cash or the fair market value of shares or other property received. Alcoa may take a deduction at the same time and for the same amount.

Regarding 2009 Plan awards (other than options or SARs) that are settled in stock or other property that is subject to contingencies restricting transfer and to a substantial risk of forfeiture, a U.S. citizen or resident will generally recognize ordinary income equal to the fair market value of the shares or other property received (less any amount paid by the participant) when the shares or other property first become transferable or not subject to substantial risk of forfeiture, whichever occurs first. Alcoa may take a deduction at the same time and for the same amount.

The Committee may adjust awards to participants who are not U.S. citizens or U.S. residents to recognize differences in local law or tax policy and may impose conditions on the exercise or vesting of awards to minimize tax equalization obligations for expatriate employees.

Recent Share Price

On February 27, 2009, the closing market price for Alcoa common stock on the New York Stock Exchange was $6.23 per share.

Awards to Named Executive Officers and Other Employees

The 2009 Plan is new and no awards have been made under it. The Committee has not yet established guidelines or standards on the types of awards it may grant under the 2009 Plan to named executive officers, non-employee directors or other eligible participants or the number of shares that the awards will cover.

Vote Required for Approval

For this proposal to be adopted, a majority of the votes cast by shareholders must be voted for approval.

Alcoa’s Board of Directors recommends that youa vote FOR ITEM 3.3, to approve a majority voting standard for uncontested director elections. The proxy committee will vote your proxy for this item unless you give instructions to the contrary in the proxy.

ITEMS 4, 5 AND 6—ELIMINATE SUPER-MAJORITY VOTING PROVISIONS IN ARTICLES OF INCORPORATION

At the 2009 Annual Meeting of Shareholders, a non-binding shareholder proposal was approved by a majority of the votes cast, but less than a majority of the shares outstanding, which requested that the Board of Directors take the steps necessary so that each shareholder voting requirement in our Articles of Incorporation and By-Laws that calls for a greater than simple majority vote be changed to a majority vote. Our company has a simple majority voting standard for fundamental corporate changes, such as a merger or sale of the company. There are no super-majority requirements in our By-Laws. There are three provisions in our Articles of Incorporation requiring a super-majority vote. Under Pennsylvania law, amendments to those provisions of the Articles of Incorporation require shareholder approval. Accordingly, the first opportunity the Board of Directors has had to take the steps necessary to eliminate the three super-majority voting requirements in our Articles of Incorporation is the 2010 Annual Meeting of Shareholders. The Board of Directors has unanimously adopted resolutions approving the amendments to the Articles of Incorporation described below and recommending them to shareholders for approval.

The three super-majority voting provisions relate to (a) the amendment of Article SEVENTH of the Articles of Incorporation that provides fair price protection to shareholders, (b) the amendment of Article EIGHTH of the Articles of Incorporation that concerns the procedures and processes for the election of directors, and (c) the removal of directors.

The proposed amendments to the company’s Articles of Incorporation to eliminate these super-majority provisions are described below under Items 4, 5 and 6. Attachment B on page 61 also sets out the Articles of Incorporation, including these amendments.

You will have the opportunity to vote separately on each of these proposed amendments to the company’s Articles of Incorporation.

ITEM 4—ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE ARTICLES OF INCORPORATION REGARDING AMENDING ARTICLE SEVENTH (FAIR PRICE PROTECTION)

Item 4 requests approval to eliminate the super-majority voting requirements in Article SEVENTH of the Articles of Incorporation by approving the changes set forth below:

Article SEVENTH. F.

“Notwithstanding any other provisions of the Articles or the By-Laws of the company (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Articles or the By-Laws of the company), the affirmative vote of the holders of not less than [eighty percent(80%)]a majorityof the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Seventh.”

Article SEVENTH provides that the company may not knowingly engage, directly or indirectly, in any stock repurchase in excess of the fair market value of shares from an interested shareholder (a holder of 5% or more of the company’s voting stock within two years of the repurchase) without the affirmative vote of at least a majority of the outstanding voting shares exclusive of those owned by the interested shareholder (with exceptions for self-tenders and board approved open market purchase programs). Section F of Article SEVENTH requires a super-majority vote (80% of the votes entitled to be cast by the holders of all then outstanding shares). The Board of Directors believes that Article SEVENTH is beneficial to shareholders and would not recommend eliminating the super-majority vote provision but for the fact that a shareholder proposal was submitted in 2009 (and again in 2010) to eliminate all of the super-majority voting provisions in the Articles of Incorporation. It is not possible, however, to determine from the 2009 voting results whether shareholders intended to eliminate this provision as well as the other super-majority provisions. Accordingly, you are being provided an opportunity to vote separately on this amendment.

The Board of Directors recommends a vote FOR ITEM 4, to eliminate the super-majority voting requirement in the Articles of Incorporation regarding amending Article SEVENTH (Fair Price Protection). The proxy committee will vote your proxy for this item unless you give instructions to the contrary in the proxy.

ITEM 4—5—ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE ARTICLES OF INCORPORATION REGARDING AMENDING ARTICLE EIGHTH (DIRECTOR ELECTIONS)

Item 5 requests approval to eliminate the super-majority voting requirements regarding amendments to Article EIGHTH of the Articles of Incorporation by approving the changes set forth below:

Article EIGHTH. B.

“Notwithstanding any other provisions of the Articles or the By-Laws of the company (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Articles or the By-Laws of the company), the affirmative vote of not less than[eighty percent (80%)]a majorityof the votes which all shareholders of the then outstanding shares of capital stock of the company would be entitled to cast in an annual election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Eighth.

Article EIGHTH provides for processes and procedures related to the Board of Directors, including the process for determining the size of the board, the classification of directors, nominations for the election of directors, removal of directors, and filling vacancies on the board.

The Board of Directors recommends a vote FOR ITEM 5, to eliminate the super-majority voting requirement in the Articles of Incorporation regarding amending Article EIGHTH (Director Elections). The proxy committee will vote your proxy for this item unless you give instructions to the contrary in the proxy.

ITEM 6—ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN ARTICLE EIGHTH OF THE ARTICLES OF INCORPORATION RELATING TO THE REMOVAL OF DIRECTORS

Item 6 requests approval to eliminate the super-majority voting requirements regarding the removal of directors by approving the changes set forth below:

Article EIGHTH. A. (4)

“Any director, any class of directors, or the entire Board of Directors may be removed from office by shareholder vote at any time, with or without assigning any cause, but only if shareholders entitled to cast at least [80%]a majorityof the votes which all shareholdersof the then outstanding shares of capital stock of the company would be entitled to cast at an annual election of directors or of such class of directors shall vote in favor of such removal.”

The additional language “of the then outstanding shares of capital stock of the company” is being added to conform the language of this section to that of other sections of the Articles. It is not intended to make a substantive change in the standard, which is a majority of the shares outstanding.

The Board of Directors recommends a vote FOR ITEM 6, to eliminate the super-majority voting requirement in the Articles of Incorporation relating to the removal of directors. The proxy committee will vote your proxy for this item unless you give instructions to the contrary in the proxy.

ITEM 7—SHAREHOLDER PROPOSAL

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, acting through William Steiner, 112 Abbottsford Gate, Piermont, NY 10968, the beneficial owner of 5,7006,500 shares of the company’s common stock, has notified Alcoa that he intends to have a representative present the following proposal at the annual meeting. The proposal as submitted, reads as follows:

4—7—Adopt Simple Majority Vote

RESOLVED, Shareholders request that our board take the steps necessary so that each shareholder voting requirement in our charter and bylaws, that calls for a greater than simple majority vote, be changed to a majority of the votes cast for and against related proposalsthe proposal in compliance with applicable laws. This includes each 80% provision in our charter.

Statement of William Steiner

Currently a 1%-minority can frustrate the will of our 79%-shareholder majority. OurAlso our supermajority vote requirements can be almost impossible to obtain when one considers abstentions and broker non-votes. For example, a Goodyear (GT) management proposal for annual election of each director failed to pass even though 90% of votes cast were yes-votes. Supermajority requirements are arguably most often used to block initiatives supported by most shareowners but opposed by management.

This proposal topic won more than 74% support at our 2009 annual meeting and proposals often obtain higher votes on subsequent submissions. The Council of Institutional Investorswww.cii.org recommends adoption of simplethat management adopt shareholder proposals upon receiving their first majority voting.vote. This proposal topic also won upfrom 74% to 89%88% support at the following companies in 2008:2009: Weyerhaeuser (WY), Alcoa (AA), Waste Management (WM), Goldman Sachs (GS), FirstEnergy (FE), McGraw-Hill (MHP) and Macy’s (M). The proponents of these proposals included Nick Rossi, William Steiner, James McRitchie and Ray T. Chevedden.

Our board even attempted (and failed) to prevent us from voting on this well-established proposal topic at our 2009 annual meeting.

The merits of this Simple Majority Vote proposal should also be considered in the context of the need to initiatefor further improvements in our company’s corporate governance and in individual director performance.governance. For instance in 20082009 the following governance and performance issues were identified:

“D” in governance.

“HighThe Corporate Library (TCL) www.thecorporatelibrary.com, an independent investment research firm, rated our company “D” with “High Governance Risk, Assessment.”

“High “High Concern” in board composition.

“Very Highcomposition and “High Concern” in executive pay with $25$13 million for Alain Belda.

matching contributions on April 1, 2009. If a named executive officer’s contributions to the savings plan exceed the limit on contributions imposed by the tax code, the amount over the limit “spills over” into the nonqualifiednon-qualified Deferred Compensation Plan. In 2008,2009, total company contributions were: Mr. Belda $85,800,$21,450, Mr. Kleinfeld $90,900,$28,350, Mr. McLane $36,000,$9,000, Mr. Christopher $36,000,$9,000, Mr. Reitan $37,500Wieser $9,450 and Mr. Schell $1,034,977.$1,045,000. For U.S. salaried employees hired after March 1, 2006, including Messrs. Kleinfeld and Schell, the company contributes an amount equal to 3% of salary and annual incentive eligible for contribution to the Alcoa Savings Plan as a pension contribution (ERIC contributions). In 20082009 the company contributed $6,900$7,350 to Mr. Kleinfeld’s account and $6,900 to Mr. Schell’s accountaccounts under this pension feature, which is included in the total amount stated above for both of them. In addition, Mr. Schell received an ERIC contribution to his Deferred Compensation Plan account in the amount of $4,759,$28,650, a matching contribution to his Deferred CompensationAlcoa Savings Plan account of $23,318$9,000 and a $1,000,000 contribution to his Deferred Compensation Plan account under the terms of thishis employment agreement, all of which amounts are included in the total amount.

Term life insurance and tax reimbursement to defray estate taxes.We provide additional term life insurance to Messrs. Belda and ReitanWieser to offset their estimated U.S. estate taxes.taxes resulting from their decision to accept positions in the United States and move from their home countries. In 2008,2009, the company paid premiums for this insurance in the amount of $118,900$129,649 for Mr. Belda and $1,865$20,735 for Mr. Reitan. TheWieser. In 2009, the company also reimbursed Mr. Belda $108,878$74,362, and Mr. Reitan $1,708Wieser $18,987 for their additional U.S. income taxes resulting from this benefit. The Compensation and Benefits Committee has determined to eliminate these tax gross-ups beginning January 1, 2010.

Split dollar life insurance and other company paid insurance.We provide split dollar life insurance through a legacy plan to Messrs. Belda, McLane and Christopher. The foregone interest on the company’s portion of 20072009 premiums for split dollar life insurance under policies provided prior to enactment of the Sarbanes-Oxley Act of 2002 is: Mr. Belda $80,118,$25,599, Mr. McLane $1,723$505 and Mr. Christopher $1,431.$441. Mr. McLane has other company paid insurance for which the company paid $2,487 in 2008.2009.

Company aircraft and car service.The Board of Directors determined that as a matter of security Messrs. Belda and Kleinfeld should use company aircraft for business and personal travel requiring air travel, whenever practicable. Exceptions to this policy are limited to circumstances in which the increased security risk is considered minimal. In 2008,2009, the incremental cost of Mr. Belda’s personal use of company aircraft was valued at $182,752$25,691 and Mr. Kleinfeld’s personal use was valued at $58,254 in incremental costs.$7,781. The incremental cost of the use of the company aircraft is calculated based on the variable costs to the company, including fuel costs, mileage, trip-relatedtrip related maintenance, universal weather monitoring costs, on-board catering, landing and ramp fees and other miscellaneous variable costs. Fixed costs which do not change based on usage, such as pilot salaries, the lease costcosts of the company aircraft and the cost of maintenance not related to trips are excluded. In 2008,2009, Mr. Kleinfeld had personal use of a company car and driver valued at $59,200.$79,543.

Relocation benefits and tax reimbursement.Mr. Kleinfeld received relocation and expatriate assistance in 20082009 in the amount of $428,305$100,352 related to assist him in relocatinghis relocation to New York. He was reimbursed $188,245$116 for additional income taxes resulting from this assistance.assistance under the terms of a relocation policy applicable to expatriate employees. Mr. Wieser received $1,650 for tax preparation fees related to his prior expatriate assignment in NY. He was reimbursed $1,191 for additional income taxes resulting from this benefit under the terms of a plan applicable to expatriate employees.

Tax reimbursements. If a spouse of an employee is invited to attend a company function for appropriate business reasons,In 2009 the company pays the travel expenseshad a policy of the spouse and the employee incurs extra U.S. income tax liability for this amount. It is the company’s policy to reimburse thereimbursing an employee for the extra income expense when travel by a spouse is requestedrequired by and paid for by the company. Mr. Kleinfeld was reimbursed $8,288, Mr. Belda was reimbursed $28,095,$2130, and Mr. KleinfeldWieser was reimbursed $11,034, and Mr. Reitan was reimbursed $10,893$7,138 for this purpose in 2008.2009. The Compensation and Benefits Committee has determined to eliminate these tax reimbursements beginning January 1, 2010.

Grants of Plan-Based Awards for 20082009