Edgar Filing: ALCOA INC

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.__)

[X] Filed by the Registrant
[_] Filed by a Party other than the Registrant

Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to 167;240.14a-12

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):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

[LOGO
OF
ALCOA]

2002
__________________________________________________________________________
Notice of Annual Meeting and Proxy Statement

Alcoa . 201 Isabella Street at 7th Street Bridge . Pittsburgh, Pennsylvania
15212-5858

[LOGO OF ALCOA]

TO ALCOA SHAREHOLDERS:

I cordially invite you to the 2002 annual meeting of Alcoa
shareholders.

The meeting this year is on Friday, April 19, 2002 at 9:30
a.m. in the Allegheny Ballroom of the Westin hotel in
Pittsburgh, Pennsylvania. The location is accessible to
disabled persons, and we will have headsets available for
the hearing impaired.

I hope you will participate in this review of our company's
business and operations. This proxy statement describes the
items you will vote on at the meeting. In addition to
voting, we will review the major developments of 2001 and
answer your questions.

If you plan to attend, you will need an admission ticket.
For registered holders, we have included an admission ticket
with your proxy card. Other shareholders may obtain tickets
by contacting the corporate secretary.

Whether or not you plan to attend the meeting, your vote is
important. Please vote. You have three options this year -
by telephone, by Internet or by mailing the proxy card.

I look forward to seeing you at the annual meeting.

Sincerely,

/s/ Alain J. P. Belda
Alain J. P. Belda
Chairman of the Board
and Chief Executive Officer

February 15, 2002

[LOGO OF ALCOA]
NOTICE OF 2002 ANNUAL MEETING

February 15, 2002

Alcoa's annual meeting of shareholders will be on Friday,
April 19, 2002 at 9:30 a.m. We will meet in the Allegheny
Ballroom of the Westin hotel, 1000 Penn Avenue, Pittsburgh,
Pennsylvania. If you owned common stock at the close of
business on January 22, 2002, you may vote at this meeting.

At the meeting, we plan to:

. elect three directors to serve for new terms; and

. attend to other business properly presented at the
meeting.

The Board is not aware of any other proposals for the April
19, 2002 meeting.

On behalf of Alcoa's Board of Directors,

/s/ Donna Dabney
Donna Dabney
Secretary

NOTICE OF 2002 ANNUAL MEETING
AND PROXY STATEMENT

TABLE OF CONTENTS

THE ANNUAL MEETING AND VOTING - 4
QUESTIONS AND ANSWERS

BOARD OF DIRECTORS 6
Committees and Meetings of the Board
Directors' Compensation
Transactions with Directors' Companies

ITEM 1 - ELECTION OF DIRECTORS 7

ALCOA STOCK OWNERSHIP AND PERFORMANCE 13
Stock Ownership of Certain Beneficial Owners
Stock Ownership of Directors and Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance
Stock Performance Graph

REPORT OF THE AUDIT COMMITTEE 16

EXECUTIVE COMPENSATION 18
Report of the Compensation Committee
Summary Compensation Table
Option Grants in 2001
2001 Aggregate Option Exercises and Year-End Option Values
Long Term Incentive Plan - Awards in 2001
Pension Plans and Pension Plan Table

OTHER INFORMATION 28

THE ANNUAL MEETING AND VOTING - QUESTIONS AND ANSWERS

The Alcoa Board of Directors is soliciting proxies for the 2002 annual meeting
of shareholders. This booklet and proxy card contain information about the items
you will vote on at the annual meeting. These documents are first being mailed
or given to shareholders on or about February 28, 2002.

Who is entitled to vote and how many votes do I have?
If you are a common stockholder of record at the close of business on January
22, 2002, 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, 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 form and have the proxy form
available when you call or access the Internet web site. The proxy committee
will vote your shares according to your directions. If you do not mark any
selections, your shares 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.

What does it mean if I receive more than one proxy card?
If you are a shareholder of record or participate in Alcoa's Dividend
Reinvestment and Stock Purchase Plan or employee savings plans, you will receive
one proxy card 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 card. 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, EquiServe, at 1 800 317 4445 (in the U.S. and
Canada) or 1 201 324 0313 (all other calls) or by e-mail at www.equiserve.com.

How do I vote if I participate in one of the employee savings plans?
You must provide the employee plan trustee 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 will
be voted in proportion to the way the other plan participants voted.

Can I change my vote?
You may revoke your proxy or change your voting instructions before the time of
voting at the meeting in several ways. (Please note that the revocation or
change has to be received by the cutoff time indicated on the proxy card in
order to be counted):

.. mail a revised proxy card or voting instruction form which is dated later
than the prior one

.. vote again by telephone or at the Internet web site

.. common stockholders of record may vote in person at the annual meeting

.. common stockholders of record may notify Alcoa's corporate secretary in
writing that a prior proxy is revoked or voting instructions changed

.. employee savings plan participants may notify the Plan trustee in writing
that prior voting instructions are revoked or changed.

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 where 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 on January 22, 2002. 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: Secretary's Office, Alcoa, 201 Isabella Street, Pittsburgh,
Pennsylvania 15212-5858, Attention: Dolores A. Yura. 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 majority of the outstanding shares, present or represented by proxy,
constitutes a quorum. 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.

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.

At the close of business on January 22, 2002, the record date for the meeting,
Alcoa had outstanding 847,586,916 shares of common stock (excluding treasury
shares).

Who pays for the solicitation of proxies?
Alcoa pays the cost of soliciting proxies. We retain Morrow & Company, Inc. 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?
There is space for your comments on the proxy card or you may 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.

May I nominate someone to be a director of Alcoa?
If you are a shareholder entitled to vote at an annual meeting, you may nominate
one or more persons for election as directors of Alcoa at that meeting. You may
do this by sending a written notice to: Secretary's Office, Alcoa, 201 Isabella
Street, Pittsburgh, Pennsylvania 15212-5858, Attention: Janet Duderstadt,
Assistant Secretary. The notice must include certain information about the
persons that you nominate, and, for the 2003 annual meeting, we must receive it
by January 19, 2003. For complete details, contact the corporate secretary.

When are the 2003 shareholder proposals due?
The next Alcoa annual meeting is on April 18, 2003. You must submit shareholder
proposals in writing by October 18, 2002 for them to be considered for the 2003
proxy statement. No proposals received after January 19, 2003 may be raised at
the annual meeting. Address all shareholder proposals to: Secretary's Office,
Alcoa, 201 Isabella Street, Pittsburgh, Pennsylvania 15212-5858, Attention:
Janet Duderstadt, Assistant Secretary.

BOARD OF DIRECTORS

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors considers all major decisions of Alcoa. The Board met
seven times in 2001. Attendance by directors at Board and committee meetings
averaged over 96%. All incumbent directors serving in 2001 attended at least 75%
of the meetings. The Board has the following five standing committees:

The Audit Committee reviews Alcoa's auditing, financial reporting and internal
control functions and recommends the firm that Alcoa should retain as its
independent accountant. It also reviews the company's environmental, health and
safety audits and monitors compliance with Alcoa business conduct policies. The
members of the Audit Committee are independent, as defined under the New York
Stock Exchange listing standards. The independent accountants, the Vice
President-Audit and the General Counsel have access to the Committee without any
other members of management being present. The Committee met four times in 2001.
In addition, the chairman of this Committee or his designee met with management
and the independent accountants before earnings announcements in January, April,
July and October. The full Committee reviewed annual results, the Audit
Committee report (see page 16 of this proxy statement) and annual disclosure
filings before filing.

The Compensation Committee determines cash compensation for Alcoa officers,
approves any special post retirement arrangements for retiring Alcoa officers
and performs other functions specified by the company's compensation plans. The
Committee also reviews the participation of officers in other benefit programs
for salaried employees and administers the company's stock incentive plan. The
Compensation Committee issues the Report of the Compensation Committee on
executive compensation (see page 18 of this proxy statement). The Committee met
four times in 2001.

The Executive Committee has authority to act on behalf of the Board. It meets
when specific action must be taken between Board meetings. The Committee met
three times in 2001.

The Nominating Committee considers and recommends nominees for election as
directors and reviews the performance of incumbent directors. The Committee met
six times in 2001.

The Pension and Savings Plan Investment Committee reviews and approves the
investment management of Alcoa's retirement plans and principal savings plans.
The Committee met twice in 2001.

DIRECTORS' COMPENSATION

Alcoa pays each director who is not an Alcoa employee an annual retainer fee of
$150,000. Director compensation was reviewed with outside compensation
consultants in 2001. Based on a review of comparable compensation data and the
recommendation of outside advisors, an increase in the annual retainer fee to
the current amount was approved by the Board of Directors effective July 1,
2001. Alcoa does not pay any additional fees, such as meeting or committee fees.

Directors are required to invest 50% of their annual retainer in Alcoa stock,
either through direct investment or under the company's deferred fee plan for
non-employee directors. Alcoa encourages directors to defer the maximum amount
that their individual circumstances allow. The company credits all fee deferrals
to an Alcoa stock investment account, except that deferrals exceeding 50% of the
annual retainer fee may be invested in other investment options under the plan.
Directors cannot transfer from the required Alcoa stock investment option. Alcoa
does not fund directors' deferred accounts, but pays them out in cash from
general funds of the company after Board service ends.

TRANSACTIONS WITH DIRECTORS' COMPANIES

In the course of ordinary business, Alcoa and its subsidiaries may have
transactions with companies and organizations whose executive officers are also
Alcoa directors. None of these transactions in 2001 exceeded the threshold for
disclosure, which is 5% of the gross revenues of either Alcoa or the other
organization.

ITEM 1 - ELECTION OF DIRECTORS

As of the date of this proxy statement, Alcoa's Board of Directors had 11
members divided into three classes. Directors are elected for three-year terms.
The terms for members of each class end in successive years. Directors elected
to fill vacancies hold office for a term expiring at the annual meeting when the
term for their class expires.

Mr. Kenneth W. Dam retired as a director in August 2001 to accept the position
of Deputy Treasury Secretary of the United States. He had been on unpaid leave
of absence from the Board since February 2001 pending his appointment.

Mr. Hugh M. Morgan resigned as a director in November 2001. He had been on
unpaid leave of absence from the Board since September 2001.

In November 2001, Ms. Kathryn S. Fuller, President, World Wildlife Fund, was
elected by the Board of Directors to fill a vacancy on the Board effective
January 1, 2002, as a member of the class of directors whose terms expire in
2003.

In January 2002, Dr. Ernesto Zedillo, former President of Mexico, was elected by
the Board to fill a vacancy on the Board as a member of the class of directors
whose terms expire in 2003.

In February 2002, Carlos Ghosn, President and Chief Executive Officer, Nissan
Motor Co., Ltd., was elected by the Board of Directors to fill a vacancy on the
Board as a member of the class of directors whose terms expire in 2004.

Dr. Marina v.N. Whitman, whose term expires at the annual meeting in 2002, has
indicated her desire to retire from the Board upon the expiration of her current
term. The Board of Directors has nominated three directors whose terms expire in
2002 to stand for election to the Board in 2002 for a three-year term expiring
in 2005.

The proxy committee will vote your proxy for the election of these 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.

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2005

[PHOTO]

Joseph T. Gorman

Age: 64

Director since: 1991

Alcoa Board Audit Committee, Compensation Committee,
Committees: Nominating Committee and Executive Committee.

Recent business Mr. Gorman retired as Chairman of TRW Inc., a
Experience: global company serving the automotive, space and
information systems markets, in June 2001. He
served as Chief Executive Officer of TRW Inc. from
1988 until February 2001.

Other directorships: The Procter & Gamble Company, Imperial Chemical
Industries plc, National City Corporation, Whole
Health Management, Inc.
7

NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2005 (continued)

[PHOTO]

Sir Ronald Hampel

Age: 69

Director since: 1995

Alcoa Board Nominating Committee and Pension and
Committees: Savings Plan Investment Committee
(chair).

Principal occupation: Chairman of United Business Media, a
U.K.-based media company with
interests in broadcasting, publishing
and news dissemination services, since
April 1999.

Recent business Sir Ronald was Chairman, Imperial
experience: Chemical Industries plc (ICI), a
diversified chemicals manufacturer,
from 1995 to 1999, Deputy Chairman and
Chief Executive of ICI from 1993 to
1995 and Chief Operating Officer from
1991 to 1993. He was an ICI director
from 1985 to 1999. From 1995 to 1997,
Sir Ronald was Chairman of the UK
Committee on Corporate Governance.

Other directorships: BAE Systems plc, United Business Media
and the All England Lawn Tennis Club
(Wimbledon) Limited.

_________________________________________________________________

[PHOTO]

John P. Mulroney

Age: 66

Director since: 1987

Alcoa Board Compensation Committee and Nominating
Committees: Committee (chair).

Principal occupation: Executive Director of the Opera
Company of Philadelphia, since January
1999.

Recent business Mr. Mulroney was President and Chief
experience: Operating Officer, Rohm and Haas
Company, a specialty chemicals
manufacturer, from 1986 until his
retirement in 1998. He served as a
director of Rohm and Haas from 1982 to
1998.

Other directorships: Teradyne, Inc. and the William Penn
Foundation.

DIRECTORS WHOSE TERMS EXPIRE IN 2003

[PHOTO]

Kathryn S. Fuller

Age: 55

Director since: 2002

Alcoa Board Committee: Audit Committee.

Principal occupation: President, World Wildlife Fund, a
nature conservation organization,
since 1989.

Recent business Ms. Fuller had various
experience: responsibilities within World
Wildlife Fund and The Conservation
Foundation from 1982 to 1989. Before
that she held several positions in
the U.S. Department of Justice,
culminating in Chief, Wildlife and
Marine Resources Section, in 1981
and 1982.

Other directorships: Brown University, The Ford
Foundation, King Mahendra Trust for
Nature Conservation, and Fondo
Mexicano para la Conservacion de la
Naturaleza.

_________________________________________________________________

[PHOTO]

Judith M. Gueron

Age: 60

Director since: 1988

Alcoa Board Audit Committee, Compensation
Committees: Committee and Pension and Savings
Plan Investment Committee.

Principal occupation: President, Manpower Demonstration
Research Corporation (MDRC), a
nonprofit research organization,
since 1986.

Recent business Dr. Gueron was MDRC's Executive Vice
experience: President for research and
evaluation from 1978 to 1986. Before
joining MDRC, she was director of
special projects and studies and a
consultant for the New York City
Human Resources Administration.

Other directorships: National Bureau of Economic
Research.

DIRECTORS WHOSE TERMS EXPIRE IN 2003 (continued)

[PHOTO]

Ernesto Zedillo

Age: 50

Director since: 2002

Alcoa Board Committee: Audit Committee.

Principal occupation: Economist.

Recent business Dr. Zedillo was elected president of
experience: Mexico in 1994 and served until 2000.
Since leaving office, he has become a
member of the Trilateral Commission,
and serves on the advisory boards of
the Council of Foreign Relations, the
Institute for International Economics
and the Daimler Chrysler International
Advisory Board. Before his election as
president of Mexico, Dr. Zedillo
served in various positions in the
Mexican Federal Government and in
Mexico's Central Bank.

Other directorships: The Procter & Gamble Company and Union
Pacific Corporation.

DIRECTORS WHOSE TERMS EXPIRE IN 2004

[PHOTO]

Alain J. P. Belda

Age: 58

Director since: 1998

Alcoa Board Committee: Executive Committee (chair).

Principal occupation: Chairman of the Board and Chief
Executive Officer of Alcoa since
January 2001.

Recent business Mr. Belda was President and Chief
experience: Executive Officer of Alcoa from May
1999 to January 2001 and President and
Chief Operating Officer of Alcoa from
1997 to May 1999. He served as Alcoa's
Vice Chairman from 1995 to 1997 and
Executive Vice President from 1994 to
1995. From 1979 to 1994, he was
President of Alcoa Aluminio S.A. in
Brazil.

Other directorships: Citigroup Inc., E. I. du Pont de
Nemours and Company and The Ford
Foundation.

DIRECTORS WHOSE TERMS EXPIRE IN 2004 (continued)

[PHOTO]

Carlos Ghosn

Age: 47

Director since: 2002

Alcoa Board Committee: Pension and Saving Plan Investment
Committee.

Principal occupation: President and Chief Executive Officer,
Nissan Motor Co., Ltd., since 2001.

Recent business Mr. Ghosn previously served as Chief
experience: Operating Officer of Nissan Motor Co.,
Ltd. from 1999. From 1996 to 1999 he
was Executive Vice President of
Renault S.A. and from 1978 to 1996 he
served in various capacities with
Compagnie Generale des Establissements
Michelin, including Chairman,
President and Chief Executive Officer
of Michelin North America, Inc. from
1990 to 1996.

Other directorships: Nissan Motor Co.,Ltd. and Mirant
Corporation
_________________________________________________________________

[PHOTO]

Henry B. Schacht

Age: 67

Director since: 1994

Alcoa Board Committee: Audit Committee (chair).

Principal occupation: Chairman, Lucent Technologies Inc., a
communications systems and services
company, since October 2000.

Recent business Mr. Schacht is on unpaid leave from
experience: Warburg Pincus, where he has been
Managing Director since January 2000
and was Senior Advisor in 1999. Mr.
Schacht served as Chief Executive
Officer of Lucent Technologies Inc.
from October 2000 to January 2002. Mr.
Schacht previously served as Chief
Executive Officer of Lucent
Technologies Inc. from February 1996
to October 1997, Chairman from 1996 to
1998 and Senior Advisor from February
1998 to February 1999. Mr Schacht was
Chairman of Cummins Inc. from 1977 to
1995 and its Chief Executive Officer
from 1973 to 1994.

Other directorships: Agere Systems Inc., Avaya Inc.,
Johnson & Johnson, Knoll, Inc., Lucent
Technologies Inc. and The New York
Times Company.

DIRECTORS WHOSE TERMS EXPIRE IN 2004 (continued)

[PHOTO]

Franklin A. Thomas

Age: 67

Director since: 1977

Alcoa Board Committees: Audit Committee, Compensation
Committee (chair), Executive
Committee, Nominating Committee and
Pension and Savings Plan Investment
Committee.

Principal occupation: Consultant, TFF Study Group, a
nonprofit institution assisting
development in South Africa, since
1996. Chairman, September 11 Fund
since 2001.

Recent business From 1979 until 1996, Mr. Thomas was
experience: President and Chief Executive Officer
of The Ford Foundation.

Other directorships: Avaya Inc., Citigroup Inc., Conoco
Inc., Cummins, Inc., Lucent
Technologies Inc. and PepsiCo, Inc.

ALCOA STOCK OWNERSHIP AND PERFORMANCE

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following shareholder reported to the Securities and Exchange Commission
that it owned more than 5% of Alcoa common stock on December 31, 2001.

-------------------------------------------------------------------------------------------------------------------------
Name and address Number of Percent of outstanding
of beneficial owner shares owned Alcoa common stock owned
-------------------------------------------------------------------------------------------------------------------------

Wellington Management Company, LLP/(1)/ 62,348,850 7.3%
75 State Street
Boston, MA 02109
------------------------------------------------------------------------------------------------------------------------

(1) Wellington reported these amounts as an investment adviser; the shares are
owned by its clients. Wellington reported that it had shared power to
dispose of 62,348,850 shares and shared voting power over 24,251,000 of the
shares shown; it did not have sole power to vote or dispose of any shares.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows beneficial ownership of Alcoa common stock by
directors, nominees for director and executive officers as of December 31, 2001.
The named officers are Alain J. P. Belda, who served as chief executive officer
during 2001, and the four officers who were the highest paid in 2001.

No individual director, nominee or officer owned more than 1% of Alcoa's common
stock. The total ownership shown for directors and officers as a group
represents less than 2% of outstanding shares.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

---------------------------------------------------------------------------------------------------------------------------------
Name Exercisable stock Number of shares owned/(2)/ Number of deferred
options/(1)/ share equivalent units/(3)/
---------------------------------------------------------------------------------------------------------------------------------

Alain J. P. Belda 2,913,006 864,086 15,333

Kathryn S. Fuller - - -

Carlos Ghosn - - -

Joseph T. Gorman - 9,574 15,550

Judith M. Gueron - 12,481 13,435

Sir Ronald Hampel - 12,879 -

John P. Mulroney - 13,051 13,367

Henry B. Schacht - 18,631 13,367

Franklin A. Thomas - 13,350 35,495

Marina v.N. Whitman - 7,600 13,435

Ernesto Zedillo - - -

L. Patrick Hassey 753,651 153,793 4,479

Richard B. Kelson 949,438 383,585 5,941

G. John Pizzey 755,085 228,379 1,795

Robert F. Slagle 999,643 585,824 1,539

Directors and executive officers 7,658,722 2,479,465 141,222
as a group (19 individuals)
------------------------------------- -------------------------- --------------------------------- ------------------------------

Stock ownership is shown as of December 31, 2001.

1) This column lists the number of shares of Alcoa common stock that these
officers had a right to acquire within 60 days through exercise of employee
stock options. Non-employee directors are not eligible for stock option
grants under any Alcoa plan. It excludes stock options that expired in
January with no value.

(2) This column includes shares held of record and shares owned through a bank,
broker, trust or other nominee. It also includes, for executive officers,
shares owned through the Alcoa Savings Plan for Salaried Employees, and
shares held indirectly through family trust or partnership arrangements.

(3) Reported in this column are share equivalent units credited to an
individual's account under various plans including deferred fee, deferred
compensation and stock acquisition plans.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The rules of the Securities and Exchange Commission require that we disclose
late filings of reports of stock ownership by Alcoa directors and executive
officers. Due to the complexity of the reporting rules, the company has assumed
certain responsibilities for filing compliance and has instituted procedures to
assist officers and directors with these obligations. Based on a review of the
filings made for the year, one report covering an exercise of options and a
related sale of stock under a Reynolds Metals Company option plan was filed late
for William E. Leahey, Jr.

STOCK PERFORMANCE GRAPH

This graph compares the most recent five-year performance of Alcoa common stock
with the S&P 500 Index and a composite index of six direct peers. It shows an
investment of $100 on December 31, 1996 and the reinvestment of all dividends.
Over the five-year period, your $100 investment in Alcoa stock would have grown
to $242 by the end of 2001. This compares with $166 for the S&P 500 Index and
$127 for the direct peers. The composite of direct peers includes the following
publicly traded companies: Alcan Aluminium Ltd., Billiton plc*, Noranda Inc.,
Norsk Hydro ASA*, Pechiney SA* and Rio Tinto plc*. These peers were selected on
an industry or line of business basis.

* Traded as American Depository Receipts.

----------------------------------------------------------------------------------------------------
As of 12/31 1996 1997 1998 1999 2000 2001
----------------------------------------------------------------------------------------------------

Alcoa $100 $112 $121 $273 $224 $242
----------------------------------------------------------------------------------------------------
S&P 500 100 133 171 208 189 166
----------------------------------------------------------------------------------------------------
Direct Peers 100 88 74 140 112 127
(6 Stocks)
----------------------------------------------------------------------------------------------------

CUMULATIVE TOTAL RETURN AT YEAR END

Based upon an initial investment of $100 on December 31, 1996 with dividends
reinvested.

[GRAPH APPEARS HERE]

Source: Georgeson Shareholder Communications, Inc.

REPORT OF THE AUDIT COMMITTEE

Under the guidance of a written charter adopted by the Board of Directors, the
Audit Committee is responsible for overseeing the company's financial reporting
process and internal control functions on behalf of the Board of Directors.

Management has the primary responsibility for the system of internal controls
and the financial reporting process. The independent accountants have the
responsibility to express an opinion on the financial statements based on an
audit conducted in accordance with generally accepted auditing standards. The
Audit Committee has the responsibility to monitor and oversee these processes.

In fulfilling its responsibilities, the Audit Committee recommended to the Board
the selection of the company's independent accountants, PricewaterhouseCoopers
LLP. That firm has discussed with the Committee and provided written disclosures
to the Committee on (1) that firm's independence as required by the Independence
Standards Board and (2) the matters required to be communicated under generally
accepted auditing standards. The Audit Committee also reviewed the fees paid for
audit services as compared with fees paid for other services and concurred with
management that the fees paid for other services would not affect the
independence of the auditors in performing their audit function. The fees for
audit services were $5.3 million in 2000 as compared to $5.7 million in 2001.
The fees for other services were $7.2 million in 2000 as compared with $6.9
million in 2001.

The Committee reviewed with the Vice President - Audit and the independent
accountants the overall scope and specific plans for their respective audits.

Without management present, the Committee met separately with the Vice President
- Audit and the independent accountants to review the results of their
examinations, their evaluation of the company's internal controls, and the
overall quality of Alcoa's accounting and financial reporting.

The Committee reviewed and discussed with management and the independent
accountants the company's audited financial statements.

Following these actions, the Committee recommended to the Board that the audited
financial statements be included in the company's Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

See page 6 of this proxy statement "Committees and Meetings of the Board" for
information on the Committee's meetings in 2001.

The Audit Committee

Henry B. Schacht, Chairman
Joseph T. Gorman
Judith M. Gueron
Franklin A. Thomas
Marina v.N. Whitman

February 15, 2002

Relationship with Independent Accountants
PricewaterhouseCoopers LLP or its predecessor has been the independent
accounting firm that audits the financial statements of Alcoa and most of its
subsidiaries since 1950. In accordance with standing policy,
PricewaterhouseCoopers periodically changes the personnel who work on the audit.

In addition to performing the audit of the company's consolidated financial
statements, PricewaterhouseCoopers provided various other services during 2001.
The aggregate fees billed for 2001 for each of the following categories of
services are set forth below:

.. Audit and review of $5.7 million
the company's 2001
financial statements

.. All other services $6.9 million

PricewaterhouseCoopers did not provide any services related to financial
information systems design and implementation during 2001.

"All other services" includes (i) $4.3 million for tax advice and preparation of
tax returns for expatriate employees, executives and various foreign locations
of the company; (ii) $1.6 million for acquisition and due diligence reviews;
(iii) $0.3 million for evaluating the effects of changes in various accounting
and other professional standards; and (iv) $0.7 million for other audit services
primarily related to audits of the company's employee benefit plans and the
review of registration statements.

The Audit Committee of Alcoa's Board reviews summaries of the services provided
by PricewaterhouseCoopers and the related fees and has considered whether the
provision of non-audit services is compatible with maintaining the independence
of PricewaterhouseCoopers. See report of the Audit Committee on page 16.

On recommendation of the Audit Committee, the Board has appointed
PricewaterhouseCoopers to audit the 2002 financial statements. Representatives
from this firm will be at the annual meeting to make a statement, if they
choose, and to answer any questions you may have.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has general oversight responsibilities for
compensation paid to officers. All committee members are independent directors
who have never been Alcoa employees. We base our decisions on our understanding
of Alcoa's businesses and long-term strategy and our knowledge of the
capabilities and performance of the company and its executives. We believe Alcoa
continues to demonstrate superior performance, as indicated in the stock
performance graph on page 15.

Compensation Philosophy - We believe that managing the company with a long-term
perspective, while striving to deliver consistently good annual results, will
best serve Alcoa shareholders. The company, therefore, designs its executive
compensation program to hire, reward, motivate and retain high-performing
employees worldwide.

Alcoa's total compensation program includes:

.. annual salary
.. annual cash incentives
.. long-term, stock-based incentives
.. employee benefits
.. occasional multi-year incentive programs related to specific goals.

We determine compensation based on certain principles:

.. pay for performance - both individual and team
.. competitive total compensation compared with leading industrial companies
.. total compensation that is highly leveraged to financial and nonfinancial
business performance.

Our committee places less emphasis on high base salaries in favor of at-risk,
short-term and long-term incentives based on performance.

We believe that the company's executives will more effectively represent Alcoa
shareholders if they are shareholders themselves and have a meaningful portion
of their personal assets invested in Alcoa stock.

Each year we review comparative market compensation information prepared by
outside consultants. We review information on leading manufacturing companies
for both total cash compensation and long-term incentive information. These
companies are among the largest and best performing in a broad range of
industries and serve as a sample of the larger market. We also compare the level
of responsibility for executive positions surveyed within these companies.

Annual Cash Compensation-Salaries - In order to tie annual cash compensation
more closely to performance, we set annual base salaries at or slightly below
the median and annual cash incentive awards above it.

Annual Cash Compensation-Incentives - Alcoa establishes targets for cash
incentive awards which vary by position as a percentage of base salary. Our
committee may make adjustments in payout, however, to recognize and reward
individual performance. Under guidelines we have established, the maximum payout
is 200% of the target.

Alcoa measures its business unit employees according to the goals of their
individual units. The company bases annual cash incentive payouts for most
officers on the achievement of business plan goals by all of the company's
business units. Officers who lead business units, however, have annual cash
incentive payouts based solely on the performance of their business units. Key
financial measures for the business units and the corporation include net funds
flow, return on capital and other financial measures. About 40% of the business
unit goals are nonfinancial. They may include

measurements for environmental, health and safety performance, customer
satisfaction, employee development and succession planning, and manufacturing
excellence. The company believes that if managers focus on the achievement of
excellence in those areas within their control, there will be long-term growth
in shareholder value.

Long-Term Stock-Based Incentives - A goal of our committee is to closely align
management's interests with those of shareholders. The company's long-term
incentives are, therefore, stock based. We believe this encourages stock
ownership among Alcoa executives.

The Alcoa Stock Incentive Plan, approved by shareholders in 1999, provides for a
variety of stock-based incentive award types, including stock options, stock
appreciation rights, contingent stock (forfeitable, restricted stock) awards and
performance awards. In 2001 we awarded only stock options and a relatively small
number of contingent stock awards under this plan. Alcoa encourages its
employees and directors to own an equity interest in the company.

In January of each year, we make new awards of stock options to eligible key
employees. We set award levels well above the median of high- performing
industrial companies. The performance of Alcoa stock determines the actual
amount earned. The guidelines used to establish the size of a stock option award
include an executive's level of responsibility, the size of prior grants and
comparative award information. Individual grants typically follow the guideline
amounts.

Alcoa added a reload feature to its stock option program in 1989. This feature
encourages increased stock ownership and is available to all participants who
are active employees and whose awards were granted under the current or
predecessor plan. The reload feature promotes the early exercise of options and
the retention of Alcoa shares. Share ownership by executives and other stock
option program participants has increased significantly in the last several
years due to the reload feature. Alcoa also has a dividend equivalent
compensation plan. Under this plan, Alcoa pays cash dividend equivalents, when
approved by the Board, on a portion of the exercisable options held by active
and retired participants.

Occasional Multi-Year Incentive Programs - In 2001, we adopted a special three-
year incentive plan named "PLUS" to drive our performance relative to the top
20% of industrial companies in the S&P Index based on return on capital.
Attainment will be measured at the end of a three-year period ending in 2003,
with payouts made in cash in early 2004. The maximum payout is 150% of target
variable compensation and the threshold is 75% of target variable compensation.

Income Tax Consequences - For U.S. federal income tax purposes, Alcoa may deduct
compensation paid as the result of option exercises under the shareholder-
approved Alcoa Stock Incentive Plan. The company may not, however, deduct
portions of salary, bonus and other cash and non-cash compensation in excess of
$1 million paid to a named executive.

Stock Ownership Commitment - Stock ownership guidelines for senior Alcoa
executives became effective on January 1, 2000, and individuals have five years
to reach the minimum ownership requirement for their positions. The guidelines
range from 15,000 shares for most business unit presidents, to 25,000 or 50,000
shares for most senior executives. The ownership target for the chief executive
officer is 160,000 shares. Amounts invested in the Alcoa stock fund of the Alcoa
savings plan as well as share equivalent units in the company's deferred
compensation plan are counted as ownership for purposes of the guidelines since
they represent an equity investment position for the executive. Most executives
currently own more than the guideline number of shares for their positions. All
named executives exceed their guideline ownership levels.

To assist executives who are of relatively short tenure with the company to
achieve the guideline ownership requirement, we approved a program that provides
an incentive for those eligible to invest all or a portion of their annual cash
bonus in Alcoa stock. Under the program, Alcoa matches 25% of the portion of the
participant's annual cash bonus that is used to purchase Alcoa stock or that is
deferred into the notional Alcoa stock investment fund in the deferred
compensation plan. The match is in Alcoa share credits that vest in three years.
If the executive voluntarily leaves the company before the vesting date other
than due to retirement, the company matching contribution is forfeited. None of
the named executives is eligible to participate in this program.

Compensation of the Chief Executive Officer - Alcoa bases the chief executive
officer's compensation on the same philosophy and policies as for all executive
officers. This compensation includes base salary, annual cash incentives, stock
option awards and occasional multi-year incentives.

Our committee meets annually without the chief executive officer and evaluates
his performance compared with previously established financial and nonfinancial
goals. We reach a consensus as a committee and make the appropriate compensation
adjustments. Finally, we report in full to the other members of the Board for
their consideration and agreement. This meeting is an executive session of
nonemployee directors only.

Alain J. P. Belda was elected Alcoa's chairman and chief executive officer on
January 1, 2001. Mr. Belda received an annual stock option award in January 2001
covering 638,800 shares. All options granted have reload rights. We awarded Mr.
Belda incentive compensation in 2002 for performance in 2001 in the amount of
$1,400,000 which was 109.2% of his target incentive award. During 2001, we
undertook a comparative study of chief executive officer compensation in light
of the fact that the scope and breadth of the position have grown. In recent
years, the company has increased in revenue size, experienced greater global
emphasis, and become engaged in more diverse markets resulting from recent
acquisitions. We concluded that increases in the salary range midpoint and the
target bonus level for the chief executive officer would be appropriate and have
made those adjustments accordingly. In July 2001, as a result of this study, we
increased Mr. Belda's compensation from $950,400 to $1,100,000. In January 2002,
Mr. Belda asked the Committee to reduce his salary by 20% for the year 2002 so
that he could take a leadership role in achieving profitable growth under
challenging business conditions. He also asked the Committee to approve a
reduction in the salaries of his direct reports by 10%, which they had
previously agreed would be appropriate. We approved these recommendations. In
addition, we approved increasing stock option awards in 2002 for the officers
whose salaries were reduced, including Mr. Belda. We believe the combined
reduction in salary for 2002 and increase in stock option awards for 2002 will
result in closer alignment with the interests of our shareholders during a
challenging year.

We, as a committee, believe that Alcoa's compensation programs help to maintain
Alcoa's leadership position among global industrial companies.

The Compensation Committee

Franklin A. Thomas, Chairman
Joseph T. Gorman
Judith M. Gueron
John P. Mulroney

February 15, 2002

SUMMARY COMPENSATION TABLE

This table summarizes the compensation for the CEO and the four highest paid
executive officers in 2001 (listed in alphabetical order).

------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-term Compensation
------------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------------------------------------------------------------------------------------------
Number of Securities
Name and Other Annual Underlying Option LTIP All Other
Principal Position Year Salary/(1)/ Bonus Compensation/(2)/ Grants/(3)/ Payouts Compensation/(4)/
------------------------------------------------------------------------------------------------------------------------------------

Alain J. P. Belda 2001 $1,043,477 $1,400,000 $253,947 1,780,943 $ 0 $ 271,975
Chairman of the Board 2000 917,308 1,700,000 25,009 1,764,608 1,996,800 352,669
and Chief Executive Officer 1999 770,837 1,500,000 105,771 2,621,640 0 290,311

------------------------------------------------------------------------------------------------------------------------------------

L. Patrick Hassey
Executive Vice President 2001 399,200 454,000 6,543 490,917 0 506,309
and Group President, 2000 389,319 626,100 1,368 393,430 863,298 339,950
Alcoa Industrial Components 1999 373,192 599,700 1,770 608,234 0 188,717
------------------------------------------------------------------------------------------------------------------------------------

Richard B. Kelson
Executive Vice President 2001 535,096 550,000 53,324 846,927 0 75,652
and Chief Financial Officer; 2000 495,346 570,000 3,418 834,427 886,464 88,991
Chief Compliance Officer 1999 452,396 620,000 2,514 889,336 0 130,613
------------------------------------------------------------------------------------------------------------------------------------

G. John Pizzey
Executive Vice President 2001 420,127 440,000 151,389 535,966 0 154,858
and Group President, 2000 389,819 520,000 23,596 560,286 847,570 208,690
Alcoa Primary Products 1999 345,115 402,400 49,836 704,242 0 288,189
------------------------------------------------------------------------------------------------------------------------------------

Robert F. Slagle
Executive Vice President 2001 458,654 412,200 1,967 954,490 0 41,565
Human Resources 2000 458,654 540,000 1,734 829,045 820,800 57,474
and Communications 1999 406,804 528,900 1,692 1,152,072 0 60,093
------------------------------------------------------------------------------------------------------------------------------------

(1) The most highly compensated executive officers are those with the highest
annual salary and bonus (cash incentive) for 2001. In addition to base
salary, the salary column includes, when chosen by the employee, an extra
week's pay instead of vacation for employees with 25 or more years of
service.

(2) Amounts represent the reimbursement of taxes, the major portion of which in
2001 related to relocation benefits and insurance referred to in note (4).
The value of personal benefits was below the reporting threshold.

(3) New option grants made in 2001 totaled 638,800 for Mr. Belda; 152,300 for
Mr. Hassey; 191,900 for Mr. Kelson; 169,700 for Mr. Pizzey; and 152,300 for
Mr. Slagle. The company granted all of these options at 100% of the fair
market value of Alcoa common stock on the grant date. The other option
awards relate to previous years' option grants and the use of the reload
feature described earlier in the Report of the Compensation Committee. See
also the table, Option Grants in 2001.

(4) Company matching contributions to 401(k) and excess savings plans for 2001
were: Mr. Belda $63,450; Mr. Hassey $23,952; Mr. Kelson $29,305; Mr. Pizzey
$24,732; and Mr. Slagle $26,445. The present value costs of the company's
portion of 2001 premiums for split-dollar life insurance, above the term
coverage level provided generally to salaried employees, were: Mr. Belda
$107,000; Mr. Hassey $22,000; Mr. Kelson $46,000; Mr. Pizzey $60,000; and
Mr. Slagle $15,000. Unused health care credits received as cash for 2001
were: Mr. Kelson $347 and Mr. Slagle $120. The 2001 amount includes
$101,525 for Mr. Belda and $62,150 for Mr. Pizzey, which is the annual
premium cost of additional term life insurance acquired in 2001. This
insurance is designed to address certain estate planning complications
related to their status as non-U.S. citizens residing in the U.S. The 2001
amount for Mr. Hassey includes $460,357 in additional compensation relating
to tax consequences of his assignment in Europe and the 2001 amount for Mr.
Pizzey includes $7,976 relating to his assignment in the U.S. These amounts
are paid under standard company programs for employees on international
assignments.

OPTION GRANTS IN 2001

INDIVIDUAL GRANTS

------------------------------------------------------------------------------------------------------------------------------------
Name Number of Securities % of Total Options Exercise or Base Expiration Grant Date Present
Underlying Options Granted to Employees Price ($/Sh)/(4)/ Date/(5)/ Value/(6)/
Granted/(1) (2) (3)/ in Fiscal Year
------------------------------------------------------------------------------------------------------------------------------------

Alain J. P. Belda 638,800 2.34 $31.47 2011/01/12 $5,704,484
354,420 1.30 39.63 2009/05/06* 3,383,880
154,539 0.57 39.05 2008/01/13* 1,478,939
334,044 1.23 39.05 2007/01/13* 3,196,801
63,267 0.23 39.05 2006/01/11* 605,465
133,945 0.50 37.88 2005/01/13* 1,264,441
55,374 0.20 37.88 2004/01/14* 522,731
46,554 0.17 37.88 2003/01/15* 439,470
------------------------------------------------------------------------------------------------------------------------------------
L. Patrick Hassey 152,300 0.56 31.47 2011/01/12 1,360,039
124,199 0.46 37.11 2009/01/13 1,188,584
103,621 0.38 41.00 2007/01/13 1,040,355
76,773 0.28 37.11 2006/01/11 734,718
34,024 0.12 41.00 2004/01/14* 341,601
------------------------------------------------------------------------------------------------------------------------------------
Richard B. Kelson 191,900 0.70 31.47 2011/01/12 1,713,667
216,186 0.80 40.80 2009/01/13 2,183,479
136,188 0.50 38.23 2008/01/13* 1,310,067
83,800 0.31 45.11 2007/01/13 936,046
70,756 0.26 45.11 2006/01/11* 790,345
68,628 0.25 38.26 2005/01/13* 631,331
27,476 0.10 39.72 2004/01/14* 272,415
26,862 0.10 38.41 2003/01/15* 260,035
25,131 0.09 45.11 2002/01/20* 166,368
------------------------------------------------------------------------------------------------------------------------------------
G. John Pizzey 169,700 0.62 31.47 2011/01/12 1,515,412
141,148 0.52 45.00 2010/01/14 1,576,623
7,520 0.03 40.13 2009/01/13 75,952
72,473 0.27 39.47 2007/01/13* 712,171
56,714 0.21 39.83 2006/01/11* 566,978
50,551 0.19 37.54 2005/01/13* 483,774
20,538 0.07 39.05 2004/01/14 196,549
10,139 0.04 39.05 2003/01/15* 97,030
7,183 0.03 39.05 2002/01/20* 46,761
------------------------------------------------------------------------------------------------------------------------------------
Robert F. Slagle 152,300 0.56 31.47 2011/01/12 1,360,039
182,964 0.67 45.49 2010/01/14 2,043,708
132,663 0.49 45.11 2009/01/13* 1,481,846
105,801 0.39 38.79 2008/01/13* 1,004,051
109,821 0.40 39.84 2007/01/13* 1,102,603
------------------------------------------------------------------------------------------------------------------------------------

INDIVIDUAL GRANTS (continued)

------------------------------------------------------------------------------------------------------------------------------------
Name Number of Securities % of Total Options Exercise or Base Expiration Grant Date
Underlying Options Granted to Employees in Price ($/Sh)/(4)/ Date/(5)/ Present Value/(6)/
Granted/(1) (2) (3)/ Fiscal Year
------------------------------------------------------------------------------------------------------------------------------------

Robert F. Slagle 92,971 0.34 $39.07 2006/01/11* $968,757
(continued)
80,982 0.30 37.97 2005/01/13* 781,387
51,198 0.19 39.92 2004/01/14 549,355
40,792 0.15 39.92 2003/01/15 437,698
4,998 0.02 39.92 2002/01/20 26,539
------------------------------------------------------------------------------------------------------------------------------------

(1) Alcoa generally grants annual options (the first grant listed for each
officer) in January. These options become exercisable one year after the
grant date and have a term of ten years.

(2) All other option grants are reload option grants, which become exercisable
after six months. A reload option is available to active employees upon
exercise of an outstanding option (annual or reload) under the current or
prior Alcoa option plan. The reload feature promotes the early exercise of
options and the retention of Alcoa shares, while continuing the opportunity
to gain from future appreciation on the stock. By exercising an outstanding
option, the participant realizes, in shares, the net profit or growth in
value of that option (the excess of the current fair market value over the
option grant price), less applicable withholding for taxes. Certain
conditions apply: (i) the market value of Alcoa stock on the exercise date
of the underlying option must be at least $2.50 more than the grant price
of that option; and (ii) the participant must agree that one-half of the
net profit shares received on exercise of the underlying option will be
held by the participant (directly or in trust) for five years or until the
participant's employment with Alcoa terminates, whichever is earlier. A
reload option has the same expiration date as the underlying option and is
granted at 100% of the market value of Alcoa stock on the grant date. The
reload option covers the number of shares exercised in the underlying
option less the number of profit shares delivered to the participant after
withholding for taxes. Reload options may be granted where the exercise
price of the underlying option is paid using previously owned mature shares
or cash. Cash reloads are subject to limitations.

(3) Options granted on or after June 1, 1999 provide for acceleration of
vesting and become immediately exercisable upon certain events constituting
a change in control of Alcoa.

(4) The exercise price of all options is 100% of the fair market value of Alcoa
stock on the grant date. Option award participants may use shares they own
for a minimum period to pay the exercise price and may have shares withheld
for payment of required withholding taxes. Participants may transfer stock
option awards to immediate family members or family trusts, provided the
transfer is made as a gift, for no consideration. The participant remains
responsible for payment of withholding taxes when the family member or
trust exercises the option. Otherwise, stock option awards are not
transferable during the participant's lifetime.

(5) We grouped together certain reload option grants for each officer (the
groupings are marked by an asterisk in the table). Each grouping reflects a
consolidation of two or more individual option grants having the same
expiration date. The exercise price reflects the weighted average values of
these grants.

(6) The company uses the Black-Scholes option pricing model to estimate Grant
Date Present Value specific to the grant listed in this table. Our use of
this model is not an endorsement of the model's accuracy in valuing
options. All stock option models require a prediction about future stock
prices. We used the following assumptions in calculating Grant Date Present
Value: expected volatility - 43%; average risk-free rate of return - 3.8%;
expected dividend yield - 1.6%; expected life, annual grants - 2.5 years;
expected life, reload grants - 2.0 years. The real value of the options in
this table depends on the actual performance of Alcoa stock and the timing
of exercises. This year Mr. Kelson, Mr. Pizzey and Mr. Slagle each held
options expiring in January 2002 that had no value, although the Black-
Scholes value shown on this table is substantial.

2001 AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES

This chart shows the number and value of stock options, both exercised and
unexercised, for the named executive officers during 2001.

-----------------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money Options
Name Acquired Realized Options at Fiscal Year-End at Fiscal Year-End/(1)/
on Exercise -----------------------------------------------------------------------
Exercisable/(2)/ Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------------------------

Alain J. P. Belda 1,282,216 $9,871,602 2,126,975 1,293,220 $826,961 $4,047,134

L. Patrick Hassey 513,502 3,887,494 463,706 289,945 216,421 621,682

Richard B. Kelson 776,639 3,737,753 782,669 259,858 - 783,201

G. John Pizzey 393,768 1,762,873 592,577 170,265 - 692,597

Robert F. Slagle 1,056,573 5,145,166 594,949 409,692 87,854 621,582
------------------------------------------------------------------------------------------------------------------------------------

(1) We calculated the value of unexercised options using the difference
between the option exercise price and the year-end stock price of $35.55
per share, multiplied by the number of shares underlying the option.

(2) Alcoa paid cash dividend equivalents in 2001 on a portion of the
exercisable options held by plan participants. Dividend equivalents are
equal in amount to the company's common stock dividend. The total amount
of dividend equivalents paid in 2001 to all plan participants was
approximately $2.2 million.

LONG-TERM INCENTIVE PLAN - AWARDS IN 2001

This table provides information regarding the potential one-time incentive
awards payable in 2004 to the named executive officers under the 2001 PLUS
performance plan.

------------------------------------------------------------------------------------------------------------------------------
Estimated Future Payouts under
Number of Shares, Performance or Other Non-Stock Price-Based Plans/(3)/
Name Units or Other Rights/(1)/ Period Until Maturation ---------------------------------------
or Payout/(2)/ Threshold (%) Maximum (%)

------------------------------------------------------------------------------------------------------------------------------

Alain J. P. Belda - 2001-2003 75% 150%

L. Patrick Hassey - 2001-2003 75% 150%

Richard B. Kelson - 2001-2003 75% 150%

G. John Pizzey - 2001-2003 75% 150%

Robert F. Slagle/(4)/ - 2001-2003 75% 150%
------------------------------------------------------------------------------------------------------------------------------

(1) The actual award payable to each named executive officer will be
determined when the plan ends in 2003. The award will be a percentage of
the officer's target variable compensation. Target variable compensation
varies by position as a percentage of base salary.

(2) Payouts will be made in cash in 2004 depending on the level of attainment
of the goals set by the Compensation Committee for achievement of return
on capital goals over the three-year period beginning January 1, 2001 and
ending December 31, 2003.

(3) Shown in these columns are the percentages of the named executive
officers' target variable compensation that would be payable under the
PLUS plan if Alcoa precisely attained the threshold or maximum goals set
by the Compensation Committee for improvement in return on capital. There
are no target payouts under this plan. Awards will be subject to
forfeiture if the participant's employment terminates before December 31,
2003 for any reason other than disability, death or retirement. Amounts
paid under the PLUS plan will be in addition to annual variable
compensation. For additional information regarding the PLUS plan, see
"Report of the Compensation Committee - Occasional Multi-Year Incentive
Programs" on page 19.

(4) Mr. Slagle will be retiring effective February, 2002. His award will be
reduced on a pro-rata basis to reflect the period of time during which he
was an active employee.

PENSION PLANS

Alcoa's pension plans cover a majority of salaried employees. Alcoa pays the
full cost of these plans, which include both tax-qualified and non tax-qualified
excess plans. This table shows the annual benefits payable at executive
compensation levels.

PENSION PLAN TABLE

-------------------------------------------------------------------------------------------------------------------------------
Average Annual Annual Benefits for Years of Service Indicated
Compensation ----------------------------------------------------------------------------------------------------------
15 20 25 30 35 40
-------------------------------------------------------------------------------------------------------------------------------

$ 100,000 $ 20,120 $ 26,820 $ 33,530 $ 40,230 $ 47,420 $ 55,570

250,000 53,090 70,790 88,490 106,190 123,890 141,580

500,000 108,410 144,540 180,680 216,810 252,950 289,080

750,000 163,720 218,290 272,870 327,440 382,010 436,580

1,000,000 219,030 292,040 365,050 438,060 511,070 584,080

1,250,000 274,340 365,790 457,240 548,690 640,140 731,580

1,500,000 329,660 439,540 549,430 659,310 769,200 879,080

2,000,000 440,280 587,040 733,800 880,560 1,027,320 1,174,080

2,500,000 550,910 734,540 918,180 1,101,810 1,285,450 1,469,080

3,000,000 661,530 882,040 1,102,550 1,323,060 1,543,570 1,764,080

3,500,000 772,160 1,029,540 1,286,930 1,544,310 1,801,700 2,059,080
-------------------------------------------------------------------------------------------------------------------------------

The company bases the employee's amount of pension upon the average compensation
for the highest five years in the last ten years of service. For the executive
level, covered compensation includes base salary and annual cash incentive. We
calculate the amounts in the table using salary at target and annual incentive
at target. We also make payments as a straight life annuity, reduced by 5% when
an employee elects the surviving spouse feature. The table shows benefits at age
65, before any reduction for surviving spouse coverage. The amounts shown do not
include social security benefits.

At December 31, 2001 pension service for the named officers was: Mr. Belda, 33
years; Mr. Hassey, 34 years; Mr. Kelson, 27 years; Mr. Pizzey, 31 years; and Mr.
Slagle, 37 years.

OTHER INFORMATION -

LEGAL PROCEEDING INVOLVING DIRECTORS AND CERTAIN ALCOA OFFICERS

On October 15, 1999, Victoria Shaev, who represents that she is an Alcoa
shareholder, filed a purported derivative action on behalf of the company in the
United States District Court for the Southern District of New York, naming as
defendants the company, each member of Alcoa's Board of Directors, certain
officers of the company and PricewaterhouseCoopers LLP, Alcoa's independent
accountants. The shareholder did not make a demand on the company prior to
filing this lawsuit. Under relevant law, this demand is required. The lawsuit
alleges, among other things, that Alcoa's proxy statement dated March 8, 1999
contained materially false and misleading representations and omissions
concerning the company's proposed Alcoa Stock Incentive Plan and that the
shareholder approval of the plan, based upon these alleged representations and
omissions, was defective. The plaintiff sought to invalidate the shareholder
approval of the plan and enjoin its implementation. She also requested that
Alcoa pay the costs and disbursements of the action, including the fees of her
accountants, counsel and experts. On March 19, 2001, the court granted without
prejudice the defendants' motion to dismiss the plaintiff's claims. On May 31,
2001, Ms. Shaev served an amended complaint making the same allegations as in
the previous complaint but styling the complaint as a class action on behalf of
shareholders. The company served a motion to dismiss on June 25, 2001. The
issues have been briefed and argued. The parties are awaiting the court's
decision.

CHANGE IN CONTROL

The company engaged in a periodic review of its change in control arrangements
in 2001 with the assistance of outside advisors. Following that study, the Board
of Directors determined that it would be appropriate to adopt a change in
control severance plan for key executives in order to ensure their impartiality
and objectivity in the event of a change in control. The company previously did
not have such a plan. In 2002, the Board approved a change in control severance
plan for key executives, including officers of the company and other key
executives designated by the Compensation Committee. The severance plan entitles
these executives to termination compensation if the executive's employment is
terminated without cause or terminated by the executive in certain
circumstances, in either case within 3 years after a change in control of the
company. Termination compensation includes:

.. a cash payment equal to 3 times annual salary plus target annual variable
compensation
.. continuation of benefits for 3 years
.. growth on pension credits for 3 years
.. reimbursement of excise taxes and gross-up, and
.. 6 months outplacement.

[LOGO OF ALCOA]

Alcoa
201 Isabella Street at 7th Street Bridge
Pittsburgh, Pennsylvania 15212-5858
-------------------------------------------
Printed in USA 0102 Form A07-15010

--------------------------------------------------------------------------------
VOTE BY MAIL
--------------------------------------------------------------------------------
Return your proxy in the
postage-paid envelope provided.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
VOTE BY INTERNET
--------------------------------------------------------------------------------
Access this Web site to cast your vote.
www.votefast.com
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
VOTE BY TELEPHONE
--------------------------------------------------------------------------------
Call toll-free using a touch-tone telephone.
1-800-542-1160
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Your Control Number is
--------------------------------------------------------------------------------

THREE WAYS TO VOTE

Vote By Mail--Please mark, sign and date your proxy card and return it in the
postage-paid envelope provided.

Vote By Internet--Have your proxy card available when you access the Web site
www.votefast.com. You will be asked to enter your control number; follow the
directions given to record your vote.

Vote By Telephone--Have your proxy card available when you call toll-free 1-800-
542-1160 using a touch-tone phone. You will be asked to enter your control
number; follow the directions given to record your vote.

_____________________

Vote 24 hours a day, 7 days a week. Your telephone or Internet vote must be
received by 11:59 p.m. EDT on April 18, 2002 to be counted. If you vote by
Internet or by telephone, please do not mail your proxy card. If you vote by
mail, your proxy card must be received before the meeting for your vote to be
counted.

--------------------------------------------------------------------------------
Alcoa Annual Meeting of Shareholders Admission Ticket
9:30 a.m. Friday, April 19, 2002 This ticket is not transferable.
Westin Convention Center Pittsburgh
Allegheny Ballroom
Pittsburgh, Pennsylvania

[LOGO OF ALCOA]

Please keep this ticket to be admitted to the annual meeting.

Fold and detach here
--------------------------------------------------------------------------------
(continued from the other side) (RETURN IN THE ENCLOSED ENVELOPE
IF VOTING BY MAIL)

------------------------------------------------------------------------------------------------------------
Please mark your choices clearly in the appropriate boxes.
P Unless specified, the proxy committee will vote FOR the following.
---------------------------------------------------------------------------------------------------------
R Election of Directors
Nominees to serve a three-year term:
O 1. Joseph T. Gorman
DIRECTORS 2. Sir Ronald Hampel
X RECOMMEND A VOTE 3. John P. Mulroney
FOR THESE
---
Y DIRECTORS / CANDIDATES [_] FOR all listed nominees [_] WITHHOLD vote for all listed nominees

[_] WITHHOLD vote only from ____________________________________________
-------------------------------------------------------------------------------------------------------------

------------------
PLEASE VOTE, SIGN,
DATE AND RETURN
------------------ _____________________________________ Date___________, 2002
(Sign exactly as name appears above. Indicate position
or representative capacity, where applicable.)

Shareholder comments about any aspect of company
business are welcome. There is space on the bottom
of this form for your comments. Although we do not
respond to these comments on an individual basis,
they do assist management in determining and
responding to your needs as shareholders.

Please keep this ticket to be admitted to the annual meeting.

Fold and detach here
--------------------------------------------------------------------------------

[LOGO OF ALCOA] Alcoa
201 Isabella St. at 7th St. Bridge
Pittsburgh, PA 15212-5858

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I authorize Ronald D. Dickel, Timothy S. Mock and Russell W. Porter, Jr.,
together or separately, to represent me at the annual meeting of shareholders of
Alcoa Inc. scheduled for Friday, April 19, 2002, and at any adjournment of the
meeting. I authorize them to vote the shares of stock that I could vote if
attending the meeting, in accordance with the instructions on the reverse side
of this card. The representatives are authorized in their discretion to vote
upon other business that might properly come before the meeting, and they may
name others to take their place.

As described more fully in the proxy statement, this card votes or provides
voting instructions for shares of common stock held under the same registration
in any one or more of the following: as a shareholder of record, in the Alcoa
Dividend Reinvestment and Stock Purchase Plan and in Alcoa's employee savings
plans.

If you plan to attend the annual meeting, [_] I will attend the annual
please check the box on the right. meeting.

Comments:_______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(continued on the other side)

[LOGO OF ALCOA]

Dear Preferred Shareholder:

We invite you to attend the 2002 Alcoa annual meeting of shareholders on
Friday, April 19, at 9:30 a.m. in the Allegheny Ballroom of the Westin
Convention Center Pittsburgh in Pittsburgh, Pennsylvania. All shareholders
are welcome to attend, although only holders of Alcoa common stock are
eligible to vote at this meeting.

If you plan to attend this meeting, please check the box below. Then detach
and return the card in the enclosed postage-paid envelope by April 9, 2002.

Shareholder comments about any aspect of company business are welcome, and
we provide space on the card for this purpose. Although we do not answer
these comments on an individual basis, they do assist management in
determining and responding to your needs as shareholders.

/S/ Donna C. Dabney
Donna C. Dabney
Secretary

--------------------------------------------------------------------------------

Alcoa Annual Meeting of Shareholders Admission Ticket

9:30 a.m. Friday, April 19, 2002 This ticket is not transferable.
Westin Convention Center Pittsburgh
Allegheny Ballroom
Pittsburgh, Pennsylvania

[LOGO OF ALCOA]

Please keep this ticket to be admitted to the annual meeting.

Fold and detach here
--------------------------------------------------------------------------------

Alcoa Annual Meeting Attendance [LOGO OF ALCOA]

If you plan to attend the annual meeting, please check the box below.
[_] I will attend the annual meeting.

For your comments ....

________________________________________________________________________________

(continued from the other side) (RETURN THE ENCLOSED ENVELOPE IF VOTING BY MAIL)
-----------------------------------------------------------------------------
Please mark your choices clearly in the appropriate boxes.
P Unless specified,the proxy committee will vote FOR the following.
-----------------------------------------------------------------------------
R Election of Directors
Nominees to serve a three-year term:
O DIRECTORS 1. Joseph T. Gorman
RECOMMEND A VOTE 2. Sir Ronald Hampel
X FOR THESE 3. John P. Mulroney
---
Y DIRECTORS / CANDIDATES

[_] FOR all listed nominees [_] WITHHOLD vote for all listed nominees

[_] WITHHOLD vote only from __________________________________________________

--------------------------------------------------------------------------------

-------------------
PLEASE VOTE, SIGN,
DATE AND RETURN ______________________________________Date____________, 2002
------------------- (Sign exactly as name appears above. Indicate position or
representative capacity, where applicable.)

[LOGO OF ALCOA] Alcoa
201 Isabella St. at 7th St. Bridge
Pittsburgh, PA 15212-5858

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

If you plan to attend the annual meeting,
please check the box on the right. [_] I will attend the annual meeting.

Comments:_______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(continued on the other side)