Stock Acquisition Plan - Alcoa Inc.

                          ALCOA STOCK ACQUISITION PLAN
                                
                           (EFFECTIVE JANUARY 1, 1999)

     The  Compensation  Committee  of the Board of  Directors  of Alcoa Inc.  is
adopting this Alcoa Stock  Acquisition Plan for the exclusive  benefit of select
management  and highly  compensated  employees.  The  purpose of this Plan is to
provide  eligible  employees  with a match on  incentive  compensation  which is
deferred and invested in an Alcoa stock fund.

                             ARTICLE I - DEFINITIONS

1.1  The following terms have the specified meanings.

'Affiliate'  means any  business  entity  which the  Company  and/or one or more
Subsidiaries control in fact.

'Alcoa Stock' means shares of Company  common stock,  par value $1.00 per share,
as well as share-equivalent  credits standing in a Participant's  account in the
Equivalent Company Stock Fund.

'Alcoa Stock  Ownership  Guidelines'  means the guidelines  established by Alcoa
Inc.  from  time to time  regarding  the  ownership  levels  of  Alcoa  Stock by
employees in Job Grades 27 and above.

'Award'  means the annual  award,  which an  Eligible  Employee  is  eligible to
receive under the provisions of the Alcoa Incentive Compensation Plan.

'Award Date' means February of the calendar year following the Award Year except
as may be otherwise  designated in accordance  with the  provisions of the Alcoa
Incentive Compensation Plan.

'Award  Year'  means the  calendar  year for  which  Awards  are made  under the
provisions of the Alcoa Incentive Compensation Plan.

'Beneficiary' means the Beneficiary under the Alcoa Deferred  Compensation Plan,
or  for   Participants   ineligible  for  that  plan,  the  Beneficiary  is  the
Participant's  spouse unless otherwise  designated in writing by the Participant
and such  other  designated  Beneficiary  has been  agreed to in  writing by the
Participant's spouse on a form approved by the Committee.

'Board'  means the Board of  Directors  of the  Company  or any duly  authorized
committee thereof.

'Change in  Control'  means a Change in  Control  as defined in the Alcoa  Rabbi
Trust  Agreement  by and between  the  Company and Mellon Bank N.A.  dated as of
August, 1998.

'Committee'  means the  administrative  committee created under the Savings Plan
which  has  complete   authority  to  control  and  manage  the   operation  and
administration of that plan.

'Company' means Alcoa Inc.

'Continuous Service' means Continuous Service as defined in the Savings Plan.

'Eligible Employee' means any employee who meets the eligibility requirements as
provided in Article II.

'Equivalent  Fixed Income Fund' means the phantom  investment  vehicle  which is
deemed to be equivalent in all respects,  including  value,  to the Fixed Income
Fund established under the Savings Plan.

'Equivalent  Company  Investment  Funds' means the phantom  investment  vehicles
under this Plan which are deemed to be  equivalent  in all  respects,  including
value, to the Investment Funds established under the Savings Plan.

'Equivalent  Company Stock Fund' means the phantom investment vehicle under this
Plan, which is deemed to be equivalent in all respects,  including value, to the
Company Stock Fund established under the Savings Plan.

'Incentive Compensation Deferral Credits' means

     (a)  any amounts credited to a Participant's account under
     the Alcoa Deferred Compensation Plan on the applicable Award
     Date equivalent to the dollar amount which the Participant
     has elected to defer from an Award for the 1999 or any later
     Award Year, or
     
     (b)  for Participant's ineligible to participate in the
     Alcoa Deferred Compensation Plan, any amounts credited under
     this Plan on the applicable Award Date, equivalent to the
     dollar amount which the Participant has elected to defer
     from an Award for the 1999 or any later Award Year.  Awards,
     Incentive Compensation Deferral Credits, and Matching
     Company Credit Awards will, if applicable, be based on the
     amount of such awards or credits in local currency converted
     into US Dollars, based on the exchange rate as determined by
     Alcoa's Corporate Finance Department.

'Matching  Company Credit Award' means an amount equivalent to 25% of the dollar
value of the Incentive Compensation Deferral Credits deferred on an Award Date.

'Nonforfeitable  Circumstance' means a Nonforfeitable Circumstance as defined in
the Savings Plan.

'Participant'  means any Eligible  Employee who commences  participation in this
Plan as provided in Article II.

'Plan' means the Alcoa Stock  Acquisition  Plan, as it is now in existence or as
hereafter amended.

'Savings Plan' means the Alcoa Savings Plan for Non-Bargaining  Employees, or as
hereafter amended.

'Subsidiary'  means a corporation at least 50% of whose outstanding voting stock
is owned or controlled by the Company and/or one or more other Subsidiaries, and
any non-corporate  business entity in which the Company and/or one or more other
Subsidiaries have at least a 50% interest in capital or profits.

          ARTICLE II - PARTICIPATION AND MATCHING COMPANY CREDIT AWARDS

2.1 An  Eligible  Employee  means any  employee  who is a member of the group of
select management and highly compensated  employees who on the date the deferral
election for Incentive  Compensation Deferral Credits is made and recorded,  and
who on the Award Date for that deferral:

     (a)  is actively at work for the Company, a Subsidiary or
          Affiliate,
     (b)  has a job grade of 27 or higher,
     (c)  is not in a collective bargaining unit,
     (d)  has less than five years of Continuous Service,
     (e)  is subject to the Alcoa Stock Ownership Guidelines, and
     (f)  does not hold, nor at any time has held the requisite
          number of shares for their current job grade as
          provided under the Alcoa Stock Ownership Guidelines.

2.2 An Eligible Employee commences participation in this Plan:

     (a)  If eligible for the Alcoa Deferred Compensation Plan,
     on the Award Date applicable to the portion of any Award
     which he or she has deferred for the 1999 Award Year or any
     later Award Year under the Alcoa Deferred Compensation Plan,
     and has elected to invest such deferral into the Equivalent
     Company Stock Fund under the Alcoa Deferred Compensation
     Plan.  On or before December 31, 1999, an Eligible Employee
     may make a one time deferral election to the Alcoa Deferred
     Compensation Plan for any portion of the Award for the 1999
     Award Year.  Thereafter, elections must be made pursuant to
     the Alcoa Deferred Compensation Plan, or
     
     (b)  If ineligible for the Alcoa Deferred Compensation Plan,
     on the Award Date applicable to the portion of any Award
     which he or she has deferred for the 1999 Award Year or any
     later Award Year under this Plan.  On or before December 31,
     1999, an Eligible Employee may make a one time deferral
     election to this Plan for any portion of the Award for the
     1999 Award Year.  Participation in this Plan by any non-
     resident Eligible Employee under this subsection, is
     conditioned on any approval that is required by a non-US
     governmental entity.

2.3 Commencing  with the 1999 Award Year and later Award Years a Participant who
by proper  election has  deferred  all or a portion of an Award,  and elected to
invest such  deferral into the  'equivalent  company stock fund' under the Alcoa
Deferred Compensation Plan or the Equivalent Company Stock Fund under this Plan,
will be credited with a Matching Company Credit Award.

                            ARTICLE III - INVESTMENTS

3.1 Matching Company Credit Awards are invested in the Equivalent  Company Stock
Fund.

3.2 Incentive  Compensation  Deferral Credits made under this Plan, and Matching
Company  Credit Awards on those amounts,  which have vested,  may be invested in
10%  increments,  at the election of the  Participant,  in the Equivalent  Fixed
Income Fund or the Equivalent  Company Stock Fund. A Participant  may change his
or her  investment  election,  effective  for  the  first  full  payroll  period
following the date the appropriate  direction has been properly  received by the
Company or its designee,  in accordance  with uniform rules  established  by the
Committee.

3.3 The Company reserves the right to refuse to honor any Participant  direction
related to investments or  withdrawals,  including  transfers  among  investment
options,  where necessary or desirable to assure  compliance with applicable law
including U.S. and other Securities laws.  However,  the Company does not assume
any  responsibility for compliance by officers or others with any such laws, and
any failure by the Company to delay or dishonor any such  direction  will not be
deemed to increase the  Company's  legal  exposure to the  Participant  or third
parties.

                              ARTICLE IV - VESTING

4.1 Each  Matching  Company  Credit  Award  will  vest on the third  Award  Date
following the Award Date on which the Matching Company Credit Award was made. If
at any time prior to a Matching  Company  Credit Award  vesting,  the  Incentive
Compensation Deferral Credit, or any part of the Incentive Compensation Deferral
Credit, on which the Matching Company Credit Award was based, is transferred out
of the 'equivalent  company stock fund' in the Alcoa Deferred  Compensation Plan
or the  Equivalent  Company  Stock Fund under this Plan,  the  Matching  Company
Credit Award will be forfeited.

4.2  Notwithstanding  the  foregoing,   upon  a  Participant's   termination  of
employment, for any reason other than a Nonforfeitable  Circumstance or a Change
in  Control,  any  Matching  Company  Credits  which  have  not  vested  will be
forfeited.   Upon  a   Participant's   termination   of  employment   due  to  a
Nonforfeitable  Circumstance,  or in the  event  of a  Change  in  Control,  any
Matching Company Credits will vest.

4.3
     (a)  If the Participant is eligible for the Alcoa Deferred
     Compensation Plan, Matching Company Credit Awards, which
     vest will be transferred to the Equivalent Company Stock
     Fund in the Alcoa Deferred Compensation Plan, and thereafter
     are subject to the provisions of that plan.
     
     (b)  If the Participant is ineligible for the Alcoa Deferred
     Compensation Plan, Matching Company Credit Awards, which
     have vested, may be invested pursuant to Section 3.2.

                    ARTICLE V - DISTRIBUTIONS

5.1  (a)  If the Participant is eligible for the Alcoa Deferred
     Compensation Plan, all vested benefits will be transferred
     to and distributed through the Alcoa Deferred Compensation
     Plan, and are subject to the provisions of that plan.
     
     (b)  If the Participant is ineligible for the Alcoa Deferred
     Compensation Plan, all vested benefits will be distributed
     in cash through this Plan in accordance with the provisions
     of this Article.  All distributions will be paid to the
     Participant or the Beneficiary in U.S. Dollars.

5.2 Except as otherwise specified in this Article, the amount of vested Matching
Company  Credit  Awards  and  Incentive   Compensation  Deferral  Credits  in  a
Participant's  account will be  distributed to the  Participant  upon his or her
termination of Continuous Service, for any reason.

5.3 All  distributions  made pursuant to the  termination  of the  Participant's
Continuous  Service by reason other than death or retirement will be paid to the
Participant as soon as administratively practical in a lump sum.

5.4 Prior to his or her retirement  date, a Participant may elect that the value
of his or her account be  distributed  either in a lump sum at  retirement or in
annual  installments of any number  designated by the Participant up to, but not
more than ten (10) following his or her retirement, commencing the January 31 of
the first calendar year following such retirement and each January 31 thereafter
until he or she has  received  all  installments.  A  Participant's  election to
receive  installments  must  be made  at  least  one  year  prior  to his or her
retirement  date.  The  Participant's  election to receive  either a lump sum or
annual  installments  becomes  irrevocable  one year prior to the  Participant's
retirement  date, or at such other time as may be approved by the Committee.  In
the event the Participant fails to make such an election,  all amounts in his or
her  account  will  be  distributed  as a  lump  sum  distribution  as  soon  as
administratively practical after his or her retirement.

5.5 Distributions from this Plan to a Beneficiary are in a lump sum or in annual
installments  of any number  designated by the  Participant  up to, but not more
than ten (10)  following his or her death  commencing the first January 31 after
the  Participant's  death and each January 31 thereafter  until all installments
have been  distributed.  In the event a Beneficiary  dies prior to receiving all
the annual  installments  which he or she is entitled to receive from this Plan,
any  remaining  installments  will be  distributed  as soon as  administratively
practical in a lump sum to the Beneficiary's estate.

5.6  (a)  Benefits payable hereunder are payable in cash out of
     the general assets of the Company, and no segregation of
     assets for such benefits will be made.  The right of a
     Participant or any Beneficiary to receive benefits under
     this Plan is that of an unsecured claim against the assets
     and is no greater than the rights of an unsecured general
     creditor to the Company.  Notwithstanding the foregoing, in
     the event the Company establishes a trust, to which it may,
     but is not required to contribute money or other property of
     the Company in contemplation of paying benefits under this
     Plan, such money or other property remains subject to the
     claims of creditors of the Company.

     (b)  Notwithstanding any other provisions of this Plan, if
     any amounts held in a trust of the above described nature
     are found, due to the creation or operation of said trust,
     in a final decision by a court of competent jurisdiction, or
     under a 'determination' by the Internal Revenue Service in a
     closing agreement in audit or a final refund disposition
     (within the meaning of Section 1313(a) of Internal Revenue
     Code of 1986, as amended), to have been includable in the
     gross income of a Participant or Beneficiary prior to
     payment of such amounts from said trust, the trustee for the
     trust will, as soon as practicable, pay to such Participant
     or Beneficiary an amount equal to the amount determined to
     have been includable in gross income in such determination,
     and will accordingly reduce the Participant's or
     Beneficiary's future benefits payable under this Plan.  The
     trustee will not make any distribution to a Participant or
     Beneficiary pursuant to this paragraph unless it has
     received a copy of the written determination described above
     together with any legal opinion which it may request as to
     the applicability thereof.

              ARTICLE VI - ADMINISTRATION AND EXPENSES OF THE PLAN

6.1  The  Committee  or its  delegate  administers  the  Plan.  The  Committee's
resolution  of any matter  concerning  this Plan is final and  binding  upon the
Company, Subsidiary or Affiliate and any Participant and/or Beneficiary affected
thereby.  Any individual disputing any decision has 60 days from the date of the
decision to file an appeal to the Committee. The Committee has the discretionary
authority to interpret the provisions of the Plan, make  credibility  decisions,
and take any and all actions in determining the eligibility,  participation  and
coverage of any individual claiming benefits under this Plan.

6.2 The Plan will pay all costs and expenses incurred in its administration.

6.3 Notwithstanding  the foregoing,  for any Affiliate of which the Company owns
less than an 80% interest as defined under  Internal  Revenue Code Section 1504,
the  obligation of and  liability  for the benefits  accrued under this Plan for
Participants  employed  by such an  Affiliate,  remain the sole  obligation  and
liability of the Affiliate by express resolution of its board or other governing
body.

                     ARTICLE VII - AMENDMENT AND TERMINATION

7.1 This Plan may be amended,  suspended or terminated at any time by the Board;
provided, however, that no such act may reduce or in any manner adversely affect
any  Participant's  or  Beneficiary's  right with  respect to benefits  that are
credited to the Participant's account as of the date of such act.

                          ARTICLE VIII - MISCELLANEOUS
                                
8.1 This Plan does not confer any rights upon any Participant  for  continuation
of employment with the Company,  Subsidiary or Affiliate,  nor does it interfere
with the  rights of the  Company,  Subsidiary  or  Affiliate  to  terminate  the
employment of any Participant  and/or to take any personnel action affecting any
Participant  without  regard to the effect  that such  action may have upon such
Participant as to recipient of benefits under this Plan.

8.2 No  benefit  under  this  Plan  may be  assigned,  transferred,  pledged  or
encumbered or be subject in any manner to alienation or anticipation.

8.3 This Plan is  construed,  regulated and  administered  under the laws of the
Commonwealth of Pennsylvania, United States of America, except for laws relating
to choice or conflict  of laws,  and except to the extent  preempted  by federal
law.  All claims or disputes,  must be brought  within the  jurisdiction  of the
federal courts of the United States of America  sitting in the Western  District
of Pennsylvania.



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