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Registration Rights Agreement

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Exhibit 10

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of January 24, 2011 (this " Agreement" ), is entered into by and between ALCOA INC., a Pennsylvania corporation (the " Company" ), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the " Manager" ) of a segregated account held in the master trust holding the assets of certain pension plans of the Company and its subsidiaries established under the Amended and Restated Master Trust Agreement dated as of January 1, 2004 between the Company and The Bank of New York Mellon (as successor in interest to Mellon Bank, N.A.), as trustee (the " Trust" ).

RECITALS

WHEREAS, the Company has contributed on the date hereof an aggregate of 36,518,563 shares (the " Shares" ) of its common stock, par value $1.00 per share (the " Common Stock" ), to the Trust (the " Contribution" ), to be held in a single segregated account (the " Segregated Account" ) in the Trust;

WHEREAS , pursuant to the Investment Management Agreement, dated the date hereof, among the Manager, the Company and the Benefits Management Committee of the Company (the " Committee" ) (the " Investment Management Agreement" ), the Manager has been appointed as a " fiduciary" of the Trust, as defined in Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, but only to the extent of the assets in the Segregated Account, with the authority to act on behalf of the Trust with respect to all assets held in the Segregated Account;

WHEREAS , the Company has agreed to grant certain registration rights with respect to the Registrable Securities (as defined below) held in the Segregated Account, on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS , pursuant to the Investment Management Agreement, the Manager has full power and authority to execute and deliver this Agreement for the benefit of the Trust and to take any actions required or permitted to be taken in connection with this Agreement.

NOW, THEREFORE , in consideration of the premises and mutual promises set forth herein, the parties hereto hereby agree as follows:

1. Definitions . As used in this Agreement, the following capitalized terms shall have the following meanings:

" Agreement" has the meaning given in the introduction.

" Business Day" means any day except Saturday, Sunday and any day that is in New York City a legal holiday or a day on which banking institutions or securities exchanges are authorized or required by law or other governmental action to close.

" Committee" has the meaning given in the recitals.

" Common Stock" has the meaning given in the recitals.

" Company" has the meaning given in the introduction.

" Company Indemnitees" has the meaning set forth in Section 5(b) hereof.

" Contribution" has the meaning given in the recitals.

" Event Suspension" has the meaning set forth in Section 4(b) hereof.

" Exchange Act" means the Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder, and, in each case, any successor thereto, all as the same shall be in effect from time to time.

" Investment Management Agreement" has the meaning given in the recitals.

" Loss" and " Losses" have the respective meanings set forth in Section 5(a) hereof.

" Manager" has the meaning given in the introduction.

" Manager Indemnitees" has the meaning set forth in Section 5(a) hereof.

" Opinion of Counsel" means a written opinion of counsel, who may be an employee of or counsel for the Company and who shall be reasonably acceptable to the Company and the Manager.

" Prospectus" means the base prospectus included in the Registration Statement relating to the Common Stock as filed with the SEC under the Securities Act, as supplemented to reflect the Registrable Securities and the terms of the offering of the Registrable Securities as filed with the SEC pursuant to and in accordance with Rule 424(b) under the Securities Act, and all amendments and supplements thereto and all documents incorporated by reference or deemed to be incorporated by reference therein.

" Registrable Securities" means all or any portion of the Shares, and any securities that may be issued or distributed or be issuable in respect thereof by way of stock dividend, stock split or other distribution, merger, consolidation, exchange offer, recapitalization or reclassification or similar transaction or exercise or conversion of any of the foregoing.

" Registration Period" means the period from the date of the Contribution until the earliest to occur of: (i) the date on which all Registrable Securities have been disposed of by the Trust pursuant to the effective Registration Statement in accordance with the plan of distribution set forth in the related Prospectus ; (ii) the date on which all Registrable Securities may be sold by the Trust to the public in accordance with Rule 144 and when no conditions of Rule 144 are then

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applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination); (iii) the date that is 90 days after the date on which the number of Registrable Securities held by the Trust is less than one percent of the shares of Common Stock then outstanding ; and (iv) the date that the Company and the Manager have received an Opinion of Counsel or such other evidence, in each case reasonably satisfactory to each of the Company and the Manager, that such security may otherwise be resold without registration or qualification under the Securities Act.

" Registration Statement" means a registration statement of the Company (including any replacement or substitute registration statement) covering the Registrable Securities filed with the SEC on Form S-3 (or any successor form or other appropriate form under the Securities Act), including, but not limited to, an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar rule that may be adopted by the SEC), including a Prospectus, all amendments and supplements to such registration statement, including post-effective amendments, all exhibits thereto and all documents incorporated or deemed to be incorporated by reference therein.

" Rule 144" , " Rule 158" , " Rule 405" , " Rule 415" and " Rule 424(b)" mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

" Scheduled Registration Suspension Period" means, with respect to each fiscal quarter of the Company, the last fifteen calendar days of such fiscal quarter and continuing to and including the Business Day after the day on which the Company publicly releases its earnings for such fiscal quarter.

" SEC" means the Securities and Exchange Commission.

" Securities Act" means the Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder, and, in each case, any successor thereto, all as the same shall be in effect from time to time.

" Segregated Account" has the meaning given in the recitals.

" Shares" has the meaning given in the recitals.

" Suspension" has the meaning set forth in Section 4(c) hereof.

" Suspension Event Notic e" has the meaning set forth in Section 4(b) hereof.

" Suspension Notice" has the meaning set forth in Section 4(c) hereof.

" Trust" has the meaning given in the introduction.

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2. Registration Rights. The Company hereby represents and warrants to the Manager that as of the date hereof: (i) the Company has an effective registration statement on Form S-3 covering the Common Stock on file with the SEC; (ii) the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act); and (iii) the Company is not an ineligible issuer (as defined in Rule 405 under the Securities Act). The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the SEC, it shall:

(a) on the date of the Contribution, after the Contribution is made, file with the SEC a prospectus supplement to the base prospectus included in the Company' s existing registration statement referred to in clause (i) of this Section 2 covering the resale of all of the Registrable Securities from time to time by the Trust, as the selling stockholder thereunder, to enable the Manager to direct the Trust to offer and sell any or all of the Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement; and

(b) on or before the March 9, 2011 expiration date of the Company' s existing registration statement referred to in clause (i) of this Section 2, prepare and file with the SEC pursuant to Rule 415(a)(6) under the Securities Act a replacement registration statement on Form S-3 (including a Prospectus) covering the resale of all of the then unsold Registrable Securities from time to time by the Trust, as the selling stockholder thereunder, to enable the Manager to direct the Trust to offer and sell any or all of such unsold Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement. In accordance with Rule 415(a)(6) under the Securities Act, the offering of the Registrable Securities for resale by the Trust pursuant to the Company' s existing registration statement referred to in clause (i) of this Section 2 shall be deemed terminated as of the date of effectiveness of the replacement registration statement.

3. Compliance with the Securities Act; Procedures . The Company hereby agrees that it shall:

(a) during the Registration Period, furnish to the Manager, prior to the filing thereof with the SEC, a copy of any amendment, if applicable, to the Registration Statement, a copy of the Prospectus related to the Registrable Securities (including the Prospectus included in the replacement Registration Statement referred to in Section 2(b)), and a copy of each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act), and use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Manager may reasonably and promptly propose; provided that the Company shall not be required to take any action under this Section 3(a) that is not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

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(b) subject to Sections 4(b), 4(c) and 4(d) hereof, ensure that during the Registration Period, (i) the Registration Statement, any amendment thereto, any Prospectus forming a part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act; (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , that the Company makes no representation with respect to information included therein in reliance upon and in conformity with information furnished to the Company in writing by the Manager on behalf of the Trust or any underwriter participating in the disposition of the Registered Securities pursuant to the Registration Statement;

(c) prepare and file with the SEC such amendments (including post-effective amendments), supplements and replacements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment (excluding amendments caused by the filing of a report under the Exchange Act), supplement or replacement during any Scheduled Registration Suspension Period or any suspension period pursuant to Section 4(b) or 4(c) hereof;

(d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Trust;

(e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject;

(f) use its commercially reasonable efforts to cause the Registrable Securities to be listed on the New York Stock Exchange (or, if the Common Stock is not then listed on the New York Stock Exchange, the principal securities exchange or quotation system on which the Common Stock is then listed) as soon as reasonably practicable after the Contribution;

(g) bear all expenses incurred by it in connection with the performance of its obligations hereunder, and all reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Securities (such fees and expenses of legal counsel not to exceed $15,000 in the aggregate without the Company' s prior written consent, which consent shall not be unreasonably withheld or delayed); provided that the Trust, to the extent permitted by applicable law, shall bear the expense of any broker' s commission, agency fee, underwriter' s discount or commission, or transfer taxes, if any;

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(h) use its commerciall
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