Executive Severance Agreement – Alcoa

Alcoa

390 Park Avenue

New York, New York 10022 USA

Klaus Kleinfeld

Chairman and Chief Executive Officer

[Date]

[Name of Officer]

Alcoa Inc.

390 Park Avenue

New York, New York 10022

Dear :

As an [Executive Vice President], you are a key part of the senior executive
management team of Alcoa Inc. (the “Company”). The business relationships you
have developed both inside and outside of the Company, your knowledge of the
Company’s business affairs and your management experience are all of great
importance to the Company, and I value your continuing contributions. As I am
sure you can also appreciate, it is important to the Company’s future success
that you, me and the other members of the senior executive leadership team are
able to enhance our ability to increase shareholder value, and if necessary, to
ease transitions when it is in the best interest of the Company to do so.
Accordingly, it is my pleasure to be able to provide you with this letter
agreement (the “Agreement”) which sets forth the terms of an arrangement between
you and the Company concerning your continuing and post-employment obligations.

I. You voluntarily resign or retire.

You may terminate your employment with the Company by voluntarily resigning
or by retiring. If you wish to resign or retire, you will provide the Company
with at least three months’ advance written notice (the “Notice,” which shall
contain your selected date of termination, which must be at least three months
after the date the Notice is received by the Company (such date of receipt, the
“Notice Date”)), after which the following conditions shall apply:

Your active service with the Company will be terminated on the date specified
in the Notice (or such later date as you and the Company mutually agree), or
such earlier date as the Company may determine in its sole discretion (the
“Voluntary Termination Date”). During the period from the Notice Date through
the Voluntary Termination Date, (i) the Company may, in its sole discretion,
assign you such duties as it sees fit (but commensurate with your position) and
(ii) you agree to continue to provide at least 20% of the average level of
services you provided to the Company during the preceding 36-month period, such
that your “separation from service” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (“409A”), occurs on the Voluntary Termination
Date.

If your employment with the Company terminates pursuant to this Section I,
you will be paid the following amounts (which you acknowledge would not be due
you in the absence of this Agreement) on the first business day which is at
least six months after the Voluntary

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Termination Date, provided that on or after the Voluntary Termination Date,
and at least 10 days prior to the payment date, you execute and return to the
Company the release agreement attached as Exhibit A (the “Release Agreement”)
and (ii) any period within which you may revoke the Release Agreement pursuant
to the terms thereof has expired without you having revoked the Release
Agreement:

(i) $50,000 in consideration of execution and delivery of the Release
Agreement as provided above; and

(ii) If the Voluntary Termination Date occurs before the date specified in
your Notice and less than three months following the Notice Date (e.g., if the
Company elects a Voluntary Termination Date earlier than the date specified in
the Notice), a lump sum amount equal to your monthly base salary as of the
Voluntary Termination Date for the time between the Voluntary Termination Date
and three months following the Notice Date.

If your employment with the Company terminates pursuant to this Section I,
upon and following the Voluntary Termination Date, your other compensation and
benefits continue to be governed by the terms of the plans in which you
participate; provided however, that payments and benefits under this Section I
are in lieu of any other involuntary separation benefits or severance payments
which you may be eligible to receive from the Company; and if you receive
severance pay and benefits under the Company’s Change in Control Severance Plan,
no payments will be made, or benefits provided, under this Agreement.

II. Company terminates your employment.

The Company may terminate your employment at any time, with or without Cause,
with the results described below. In such case, the Company shall determine the
effective date of your termination (the “Involuntary Termination Date”).

A. Involuntary Termination With Cause. If the Company terminates your
employment due to Cause, you will receive no severance payment under this
Agreement or any other severance plan, policy or arrangement of the Company or
any of its affiliates. For purposes of this Agreement, “Cause” means: (i) your
willful and continued failure to substantially perform your duties that has not
been cured within thirty days after a written demand for substantial performance
is delivered to you, which demand specifically identifies the manner in which
the Company believes that you have not substantially performed your duties, or
(ii) your willful engagement in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes of clauses
(i) and (ii) of this definition, (x) no act, or failure to act, on your part
shall be deemed “willful” unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your act, or failure to act, was in the
best interest of the Company, and (y) in the event of a dispute concerning the
application of this provision, no claim by the Company that Cause exists shall
be given effect unless the Board determines that there is clear and convincing
evidence that Cause exists and the Board finding to that effect is adopted by
the affirmative vote of not less than three quarters of the entire membership of
the Board (after reasonable notice to you and an opportunity for you, together
with your counsel, to be heard by the Board).

B. Involuntary Termination Without Cause. If the Company terminates
your employment for reasons other than Cause, and you fulfill your obligations
as set forth in this Agreement, you shall be paid the following amounts (which
you acknowledge would not be due you in the absence of this Agreement) on the
first business day which is at least six months after the

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Involuntary Termination Date, provided that, on or after the Involuntary
Termination Date, and at least 10 days prior to the payment date, (i) you
execute and return to the Company the Release Agreement and (ii) any period
within which you may revoke the Release Agreement pursuant to the terms thereof
has expired without you having revoked the Release Agreement:

(i) a lump sum amount equivalent to two times your annual base salary as of
the Involuntary Termination Date;

(ii) $50,000 in consideration of execution and delivery of the Release
Agreement as provided above;

(iii) if, on the Involuntary Termination Date, you are an active participant
who is accruing benefits under any tax-qualified, supplemental or excess defined
benefit pension plan maintained by the Company or any of its affiliates or any
other defined benefit plan or agreement entered into between you and the Company
or any of its affiliates which is designed to provide you with supplemental
defined benefit retirement benefits (a “DB Pension Plan”), a lump sum amount
equal to the excess of (I) the actuarial equivalent of the aggregate retirement
pension as if you had been credited with an additional 24 months of service
following the Involuntary Termination Date; over (II) the actuarial equivalent
of the aggregate retirement pension which you had accrued under the provisions
of the DB Pension Plans as of the Involuntary Termination Date. For purposes of
this Section II.B(iii), actuarial equivalence shall be made consistent with the
methodology used in the Alcoa Inc. Change in Control Severance Plan; or

(iv) if, on the Involuntary Termination Date, you are not an active
participant who is accruing benefits under a DB Pension Plan, but are eligible
to receive Employer Retirement Income Contributions (ERIC) under an Alcoa
Savings Plan, a lump sum amount, in cash, equal to two times the ERIC
contribution percent in effect on the Involuntary Termination Date multiplied by
the sum of your annual base salary as of your Involuntary Termination Date plus
your target annual variable compensation; or

(v) if, on the Involuntary Termination Date, you are not an active
participant who is accruing benefits under a DB Pension Plan, but are eligible
to participate in the Global Pension Plan, you will receive a lump sum amount,
in cash, equal to two times the Global Pension Plan annual percentage
contribution in effect on the Involuntary Termination Date, multiplied by the
sum of your annual base salary as of your Involuntary Termination Date plus your
target annual variable compensation.

In addition, for a period of two years after the Involuntary Termination Date
the Company shall arrange to provide you, and anyone entitled to claim through
you, health (including medical, behavioral, prescription drug, dental and
vision) benefits substantially similar to those provided to active employees. In
order to comply with 409A, the following shall apply to the health care benefits
provided pursuant to this paragraph, the costs of which are not fully paid by
you (the “Health Benefits”). Any and all reimbursements of eligible expenses
made pursuant to the Health Benefits shall be made no later than the end of the
calendar year next following the calendar year in which the expenses were
incurred. The amount of expenses that are eligible for reimbursement or of
in-kind benefits that are provided pursuant to the Health Benefits in any given
calendar year shall not affect the expenses that are eligible for reimbursement
or benefits to be provided pursuant to the Health Benefits in any other calendar
year, except as specifically permitted by Treasury Regulation
Section 1.409A-3(i)(iv)(B). Your right to the Health Benefits may not be
liquidated or exchanged for any other benefit.

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If your employment with the Company terminates pursuant to this Section II,
upon and following the Involuntary Termination Date, your other compensation and
benefits continue to be governed by the terms of the plans in which you
participate; provided however, that payments and benefits under this Section II
are in lieu of any other involuntary separation benefits or severance payments
which you may be eligible to receive from the Company; and if you receive
severance pay and benefits under the Company’s Change in Control Severance Plan,
no payments will be made, or benefits provided, under this Agreement.

Restrictive Covenants

In light of the unique character of your position with the Company, the
business relationships you have developed and will continue to develop while
employed by the Company, and your knowledge of the Company’s business affairs
including the Confidential Information (as defined below), and with the
acknowledgment of the continuing consideration which you will receive from the
Company as a member of its senior executive management team, and the personal
financial security which is provided under this Agreement, or in the event of a
change in control as defined in the Company’s Change in Control Severance Plan,
you agree to the following Restrictive Covenants:

Noncompetition: During your employment and for a period of two
(2) years thereafter (regardless of whether the termination of your employment
is voluntary or involuntary), you will not directly or indirectly provide
services, whether as a director, officer, partner, owner, employee, inventor,
consultant, advisor, agent, or otherwise, to any domestic or international
business or firm that is engaged or has plans to become engaged in the
manufacturing, fabricating, distributing or selling of aluminum and/or aluminum
related products for the aerospace, automotive, packaging, or other aluminum
fabricated product markets, the mining of bauxite, conversion and refining of
bauxite into alumina and/or the sale or distribution of alumina or alumina
related chemical products or any other line of business in which the Company is
involved or becomes involved during your employment with the Company
(collectively, the “Aluminum Business”). However, you may own up to five percent
(5%) of the outstanding securities of any publicly traded company.

It is not the Company’s intention to restrict or limit your activities,
unless it is believed that there is a substantial possibility that your future
employment, or activities in any of the lines of business in which the Company
is engaged may be detrimental to the Company. So as to not unduly restrict your
future employment, if you desire to enter into any employment arrangement or
relationship with any entity in the above identified markets within the two year
period, please consult with me to discuss your intended relationship with the
competitive entity. You and the Company recognize that due to the many different
businesses which presently compete, or which in the future may compete with the
Company in the Aluminum Business, the Company will discuss your desire to enter
into a business or professional relationship with any manufacturer or firm which
may be perceived as a competitor.

Non-solicitation: During your employment and for a period of two
(2) years thereafter (regardless of whether the termination of your employment
was voluntary or involuntary), you will not directly or indirectly (i) solicit,
induce or attempt to solicit or induce any current or future employee of the
Company to leave the Company for any reason, or (ii) solicit business from, or
engage in business with, any current or future customer or supplier of the
Company which you met and dealt with during your employment with the Company for
any purpose. In the event

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that you become aware that any present or future employee of the Company has
been hired by any business or firm with which you are then affiliated, you will
immediately notify the Company’s chief legal officer to confirm your
non-solicitation of said employee.

Confidentiality: During your employment with the Company and at all
times thereafter, you will maintain the confidentiality of any and all
information about the Company which is not generally known or available outside
the Company, including without limitation, strategic plans, technical and
operating know-how, business strategy, trade secrets, customer information,
business operations and other proprietary information (“Confidential
Information”), and you will not, directly or indirectly, disclose any
Confidential Information to any person or entity, or use any Confidential
Information, whether for your benefit or the benefit of any new employer or any
other person or entity, or in any other manner that is detrimental to or
inconsistent with any interest of the Company. If you receive notice that you
may be required to disclose any Confidential Information pursuant to a subpoena
or other lawful process, you must notify the Company’s chief legal officer
immediately.

You acknowledge and agree that given the nature of the Company’s business,
which is conducted throughout the world, and your position of confidence and
trust with the Company, the scope and duration of these Restrictive Covenants
are reasonable and necessary to protect the legitimate business interests of the
Company. You further acknowledge that you have received substantial compensation
from the Company and that your general skills and abilities are such that you
can be gainfully employed in noncompetitive employment, and that this Agreement
will in no way prevent you from earning a living following your employment with
the Company.

You also recognize and agree that any breach or threatened or anticipated
breach of any part of these Restrictive Covenants will result in irreparable
harm to the Company, and that the remedy at law for any such breach or
threatened breach will be inadequate. Accordingly, in addition to any other
legal or equitable remedies that may be available to the Company, you agree that
the Company shall be entitled to obtain an injunction, without posting a bond,
to prevent any breach or threatened breach of any part of these Restrictive
Covenants. You agree to reimburse the Company for all costs and expenses,
including reasonable attorney’s fees and costs, incurred by the Company in
connection with the enforcement of its rights under this Agreement.

In the event that any court of competent jurisdiction finds that the
limitations set forth in these Restrictive Covenants are overly broad with
respect to duration, geographic scope or scope of prohibited activities, such
court shall have the authority to reduce the duration, area or activities of
such provisions so as to be enforceable to the maximum extent compatible with
applicable law, and such provisions shall then be enforced as modified. In the
event that a court reduces the duration of the restriction, any unpaid amounts,
as set forth above, shall be reduced on a pro rata basis.

Tax Withholding

All amounts payable pursuant to this Agreement shall be subject to
withholding for taxes as legally required, and for other amounts authorized by
you.

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Application of 409A Provisions

If you provide a written, unqualified opinion from your tax advisor to the
Company stating that you are a non-resident alien not subject to 409A at the
time of your termination of employment, or that 409A otherwise does not apply to
you at that time, unless the Company has reason to believe that such opinion is
more likely than not incorrect the Company shall cooperate with you to amend
this Agreement in a mutually satisfactory manner to cause any severance payments
payable hereunder to be paid as soon as practicable following your termination
of employment, and to otherwise remove references to Section 409A from this
Agreement; provided that in no event shall such payments be made unless and
until you have returned an executed Release Agreement (signed by you on or
following your termination date) and any period within which you may revoke the
Release Agreement pursuant to the terms thereof has expired without you having
revoked the Release Agreement. The Company shall have no responsibility for any
taxes or penalties you may incur on account of any such amendments, whether
pursuant to 409A or otherwise.

Governing Law; Jurisdiction

This Agreement shall be governed and interpreted in accordance with the laws
of the State of New York without reference to its choice of law principles. Any
action arising out of or related to this Agreement shall be brought in the state
or Federal courts located in New York City, and you and the Company consent to
the jurisdiction and venue of such courts.

Amendment; Waiver

No provision of this Agreement may be modified, waived, or discharged unless
such waiver, modification or discharge is in writing and signed by the Chief
Executive Officer of the Company. Any failure by you or the Company to enforce
any of the provisions of this Agreement shall not be construed to be a waiver of
such provisions or any right to enforce each and every provision in the future.
A waiver of any breach of this Agreement shall not be construed as a waiver of
any other or subsequent breach.

Successors; Binding Agreement

The Company shall have the right to assign its rights and obligations under
this Agreement to any entity that acquires all or substantially all of the
assets of the Company and continues the Company’s business. The rights and
obligations of the Company under this Agreement shall inure to the benefit and
shall be binding upon the successors and assigns of the Company.

Severability

In the event that any one or more of the provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of this Agreement shall not in way be affected
or impaired thereby.

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Entire Agreement

You acknowledge that you have not relied upon any representations (whether
oral or written) from the Company, other than as set forth in this Agreement.
This Agreement sets forth the entire agreement and understanding between you and
the Company and merges and supersedes any and all prior discussions, agreements,
arrangements and understandings with regard to the subject matter hereof, and
may not be modified, amended, discharged or supplemented in any respect, except
by a subsequent writing signed by you and the Company. In the event that any
payments under this agreement in the aggregate are more than 2.99 times of your
base salary and bonus, the payments which you will be eligible to receive under
this Agreement will be reduced accordingly. Except for involuntary separation
benefits or other similar severance payments, this Agreement does not supersede
the terms of any other compensation plans, stock option programs, welfare
benefit plans, or other such plans or programs in which you are eligible to
participate, or may become eligible to participate.

If you agree to the terms of this Agreement, please sign on the line provided
below and return two signed copies to the Corporate Secretary. A fully executed
copy will be returned to you for your files after it is signed by the Company.

Sincerely,

ALCOA INC.

By:
Title:		Chairman and Chief Executive Officer
Dated:
Agreed to and accepted:
[Name of officer]

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Exhibit A

RELEASE AGREEMENT

RELEASE AGREEMENT (this “Release Agreement”), dated as of
, between Alcoa Inc. (the “Company”), and [Name]
(“Releasor”).

[DATE]

WHEREAS, Releasor was employed by the Company as

[TITLE]

WHEREAS, Releasor and the Company are parties to a letter agreement dated
[date] (the “Letter Agreement”).

WHEREAS, Releasor’s employment with the Company terminated as of

[DATE]

NOW, THEREFORE, in consideration of the promises and of the releases,
representations, covenants and obligations contained herein, the parties hereto
agree as follows:

1. Severance Benefits. Subject to Releasor’s execution and non-revocation of
this Release Agreement within the time periods described in this Release
Agreement and the Letter Agreement, and compliance with the other terms of the
Letter Agreement, the Company shall pay Releasor the amounts, and provide
Releasor the benefits, described in the Letter Agreement.

2. Release. Releasor knowingly and voluntarily releases and forever
discharges the Company, its parents, and each of their respective subsidiaries
and affiliates, together with their respective present and former directors,
managers, officers, shareholders, employees, agents, and each of their
respective predecessors, heirs, executors, administrators, successors and
assigns (collectively, the “Releasees”) from any and all debts, obligations,
demands, actions, causes of action, accounts, covenants, contracts, agreements,
damages, omissions, promises, and any and all claims and liabilities whatsoever,
of every name and nature, known or unknown, suspected or unsuspected, both in
law and equity (“Claims”), which Releasor ever had, now has, or may hereafter
claim to have by reason of any matter, cause or thing whatsoever arising out of
or relating to: (a) any events, occurrences or omissions from the beginning of
time to the time Releasor signs this Release Agreement, or (b) Releasor’s
employment with the Company or termination thereof (the “Release”). The Release
shall apply to any Claim of any type, including, without limitation, any and all
Claims of any type that Releasor may have arising under the common law, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of
1993, the Employee Retirement Income Security Act of 1974, or the New York State
and City Human Rights Laws, each as amended, and any other federal, state or
local statutes, regulations, ordinances or common law creating
employment-related causes of action, or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between Releasor
and any of the Releasees, and all Claims for alleged tortious, defamatory or
fraudulent conduct; provided, however, that nothing in the Release shall:
(i) affect any vested employee benefits

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(including equity awards) to which Releasor may be entitled under any
existing employee benefit plans of the Company, or (ii) prohibit Releasor from
enforcing this Release Agreement or the Letter Agreement. By signing this
Release Agreement, Releasor represents that he or she shall not be entitled to
any personal recovery in any action or proceeding that may be commenced on his
or her behalf in any way arising out or relating to any of the matters that are
the subject of the Release.

3. Releasor represents that he or she has not commenced or joined in any
claim, charge or action against any of the Releasees, arising out of or relating
in any way to Releasor’s relationship with the Company, or the termination
thereof.

4. Releasor represents and agrees that the obligations and representations
set forth in the Restrictive Covenants in the Letter Agreement, on their stated
terms, regarding noncompetition, nonsolicitation and confidentiality, shall
remain in full force and effect.

5. Consultation With Attorney; Voluntary Agreement. Releasor represents that
the Company has advised Releasor to consult with an attorney of Releasor’s
choosing prior to signing this Release Agreement. Releasor further represents
that he or she understands and agrees that he or she has the right and has been
given the opportunity to review this Release Agreement, with an attorney of
Releasor’s choice. Releasor further represents that he or she understands and
agrees that the Company is under no obligation to offer the payments and
benefits set forth in paragraph 1 above, and that Releasor is under no
obligation to consent to this Release Agreement, and that Releasor has entered
into this Release Agreement freely and voluntarily. Releasor shall have
twenty-one (21) days to consider this Release Agreement, unless Releasor is
terminated in connection with a an exit incentive or other group termination
program, in which case Releasor shall have forty-five (45) days to consider this
Release Agreement. In either case, once Releasor has signed this Release
Agreement, Releasor shall have seven (7) additional days from the date of
execution to revoke his or her consent. Any such revocation shall be made in
writing to Attn: Corporate Secretary, Alcoa Inc., 390 Park Avenue, New York, New
York 10022, and shall be deemed to have been duly given when hand delivered or
when mailed by United States certified mail, return receipt requested. If no
such revocation occurs, this Release Agreement shall become effective on the
eighth (8th) day after Releasor shall have executed and returned it to the
Company (the “Effective Date”). In the event that Releasor revokes his or her
consent to this Release Agreement prior to the Effective Date, this Release
Agreement shall be null and void and no payments or benefits shall be due
hereunder or under the Letter Agreement.

6. Entire Agreement. Releasor acknowledges that he or she has not relied upon
any representations (whether oral or written) from the Company, other than as
set forth in this Release Agreement. This Release Agreement sets forth the
entire agreement and understanding between Releasor and the Company and merges
and supersedes any and all prior discussions, agreements, arrangements and
understandings with regard to the subject matter hereof, except for the Letter
Agreement, and may not be modified, amended, discharged or supplemented in any
respect, except by a subsequent writing signed by Releasor and the Company.

7. Successors; Binding Agreement. The Company shall have the right to assign
its rights and obligations under this Release Agreement to any entity that
acquires all or substantially all of the assets of the Company and continues the
Company’s business. The rights and obligations of the Company under this Release
Agreement shall inure to the benefit and shall be binding upon the successors
and assigns of the Company.

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8. Severability. In the event that any one or more of the provisions of this
Release Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of this Release Agreement
shall not in way be affected or impaired thereby.

9. Governing Law; Jurisdiction. Without reference to any principles
concerning choice of law, this Release Agreement shall be governed and
interpreted in accordance with the laws of the State of New York. Any action
arising out of or related to this Release Agreement shall be brought in the
state or Federal courts located in New York City, and Releasor and the Company
consent to the jurisdiction and venue of such courts.

10. Counterparts. This Release Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and Releasor have executed this Release
Agreement, on the date and year set forth below.

ALCOA INC.
By:
		[NAME]
		[TITLE]
[NAME]
Dated:

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