<DOCUMENT>
<TYPE>EX-99.2
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<FILENAME>dex992.txt
<DESCRIPTION>ALCOAS SUMMARY OF THE KEY TERMS
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                                                                    Exhibit 99.2

             Alcoa's Summary Of The Key Terms Of The AWAC Agreements

Overview of structure

Alcoa World Alumina & Chemicals (AWAC) is comprised of a series of affiliated
operating entities jointly owned by Alcoa Inc. (Alcoa) as to 60% and WMC Ltd,
generally as to 40%. The one exception to that general structure is Alcoa of
Australia Limited (AofA), where WMC has 39.25% with QBE holding the remaining
0.75%.

Scope

The scope of AWAC includes:

 .    Bauxite and Alumina: the mining of bauxite and other aluminous ores as well
     as the refining and other processing of these ores into alumina and other
     necessary but ancillary operations.

 .    Industrial Chemicals: the production and sale of industrial chemicals,
     comprised initially of the output of the existing Alcoa and AofA facilities
     for industrial alumina based chemicals and other agreed mineral-based
     chemicals or as may be agreed between the parties from time to time.

 .    Integrated Operations: ownership and operation of certain primary aluminum
     smelting, aluminum fabricating and other necessary but ancillary facilities
     that are run as part of an integrated operation at certain of the locations
     included within AWAC.

Role of Parties

Alcoa is the industrial leader of AWAC, including providing the operating
management for all of the operating entities forming AWAC. The operating
management is subject to the direction provided by the Strategic Council of AWAC
to the boards of directors of the legal entities comprising AWAC. The parties
agree to cause any of their representatives on the boards of any AWAC company to
carry out the direction established by and implement the decisions of the
Strategic Council. WMC's intention was that it would only have representation on
boards of entities whose revenue equals or exceeds 25% of the consolidated
revenue of AWAC.

The Strategic Council of AWAC is the principal forum for Alcoa and WMC to
provide direction and counsel to the AWAC companies regarding strategic and
policy matters. The Strategic Council is made up of five members, comprising
three from Alcoa of which one is the Chairman, and two sourced from WMC of which
one is the Deputy Chairman.

The Strategic Council meets as frequently as the Chairman after consultation
with the Deputy Chairman determines but meetings of the Council must be held at
least twice per year. The Deputy Chairman may request that the Chairman call a
meeting but only if the Deputy Chairman declares that a serious situation exists
must the Chairman call such a meeting.

All matters before the Strategic Council are to be decided by a majority vote
save for the following matters which require approval by at least 80% of all
members:

 .    any change to the existing scope of AWAC;
 .    any change in the dividend policy;
 .    equity calls against WMC and Alcoa in aggregate greater than US$1 billion
     in any year;
 .    sale of all or a majority of the assets of AWAC; and
 .    loans to Alcoa or WMC by AWAC.

From time to time WMC may request that one of its employees be seconded to AWAC,
the extent of such secondment shall be as determined by the management of each
AWAC Company, subject to the review and advice of the Strategic Council.

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Exclusivity

Except for the domestic Brazilian market, Alcoa and WMC have agreed that AWAC is
the exclusive vehicle for investments, operations or participations in the
bauxite, alumina and industrial chemicals businesses mentioned above. Smelting
and aluminum fabrication are not subject to that exclusivity although there were
certain smelting and aluminum fabricating assets in AWAC, primarily those in
AofA in which WMC already had an interest at the time that AWAC was formed.
Thus, neither party (either directly or through its "affiliates") is to compete
with AWAC in the bauxite, alumina and industrial chemicals business. WMC is also
prohibited from competing with AWAC in aluminum smelting and aluminum
fabricating but it is recognized that Alcoa will maintain independent aluminum
smelting and fabricating operations that will be operated by Alcoa in
coordination with AWAC. The exclusivity and non-compete obligations also apply
to entities that control, are controlled by or are under common control with WMC
or Alcoa.

It was acknowledged that either party may pursue opportunities outside of the
bauxite and alumina and industrial chemicals business which include one of these
as a secondary line of business. If so, the secondary bauxite and alumina or
industrial chemicals business must be offered to AWAC for purchase at its
acquisition cost or, if not separately valued, at an independently determined
value. The decision to accept the offer requires a majority vote of the
Strategic Council. If the Strategic Council elects not to accept the offer,
Alcoa or WMC (as relevant) must divest itself of the component.

The AWAC agreements address the position of an acquirer of WMC or Alcoa as such
an acquirer would become an "affiliate" of WMC or Alcoa (as relevant) and
subject to the non-compete and exclusivity obligations of the agreements. If an
acquirer already operated a bauxite, alumina or industrial chemicals business,
that acquirer must either offer to AWAC for purchase the relevant business or
divested itself of its existing businesses. If an acquirer had existing bauxite,
alumina, industrial chemicals or aluminum smelting businesses, they would need
to be mindful of competition issues.

Equity calls

The cash flow of AWAC and borrowings are the preferred sources of funding for
the needs of AWAC. Should the aggregate annual capital budget of AWAC require an
equity contribution from Alcoa and WMC, the following limits apply:

a)   With respect to amounts up to US$500 million in annual equity requested to
     be contributed in aggregate by Alcoa and WMC to AWAC (including amounts
     requested pursuant to paragraphs (b) and (c) below), each party must
     contribute its proportionate share based on its current ownership in AWAC.
     If either party fails to contribute its share, the other party may
     contribute its own share and any portion not contributed by the
     non-contributing party. If it does so the non-contributing party will be
     diluted proportionately across all the constituent companies of AWAC by
     reference to the market value of AWAC.

b)   With respect to annual equity requests made to Alcoa and WMC in aggregate
     in excess of US$500 million but less than US$1 billion, each party must
     declare within 30 days after the equity request is made if it has the
     ability to fund its share of the request and, if so, each party must
     contribute its proportionate share. Should WMC be unable to contribute the
     full amount of the equity in the year required the parties must work
     together to find alternative interim external funding arrangements, either
     for WMC to support its contribution or for AWAC directly, that are
     reasonably acceptable to WMC. If alternative external financing is not
     acceptable to WMC, Alcoa may fund the WMC proportional share and this
     contribution shall be deemed to be an unsecured loan by Alcoa to WMC. WMC
     must repay the amount contributed on its behalf plus interest in a period
     not to exceed one (1) year. If either WMC or Alcoa does not contribute all
     or part of its proportionate share pursuant to such alternative financing
     arrangements or if the Alcoa loan is not repaid, the contribution and
     dilution provisions set out in (a) above apply.

c)   With respect to annual equity requests made to WMC and Alcoa in aggregate
     in excess of US$1 billion, each party must, subject to approval of the
     equity request by 80% vote of the Strategic Council, contribute its
     proportionate share. However, the parties must work together, if WMC is
     unable to

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     contribute the full amount of the equity in the year required, to find
     alternative financing arrangements, either for WMC to support its
     contribution or for AWAC directly, that are reasonably acceptable to WMC.
     If WMC does not contribute the balance of its full proportionate share,
     Alcoa may make, and must be compensated for, all or part of the remaining
     contribution in WMC's place; however, WMC's interest in AWAC will not be
     diluted to the extent of Alcoa's contribution to the capital requirements
     in excess of US$1 billion. Alcoa's compensation, however, may take the form
     of a disproportionate allocation of the return associated with the excess
     contribution.

Dividend policy
AWAC must distribute by way of dividends at least 30% of the net income of the
prior year of each of its constituent entities in each financial year unless the
Strategic Council agrees by a vote of 80% of the appointed members to pay a
smaller dividend at one of the AWAC companies. The parties will endeavor to
distribute dividends above 30% of the net income of AWAC consistent with prudent
financial management and in the context of the strategic and business objectives
of AWAC.

Since the formation of AWAC and consistent with the intention to distribute
dividends above 30% of net income, the parties have agreed in the past that it
was financially prudent and within the strategic and business objectives of AWAC
to distribute in excess of 30% of net income by way of dividend and capital
return.

Leveraging policy
Debt of AWAC is subject to a limit of 30% of total capital (total capital being
defined as the sum of debt (net of cash) plus any minority interest plus
shareholder equity.

Since the formation of AWAC, AWAC has had very minimal debt.

Transfers of interests
Neither party may transfer its interest in AWAC to a third party (other than to
an "affiliate" which is defined as an entity controlling, controlled by or under
common control with the transferring party) without providing the other party a
first right of refusal to purchase those interest on terms no less favorable
than those proposed for the transfer or assignment to the third party. This
restriction also applies to the transfer of any "affiliate" of WMC or Alcoa
holding an interest in AWAC. Any increase or decrease in interest must be
proportionate across all entities in AWAC unless the increase or decrease was
the involuntary consequence of government action, in which case Alcoa and WMC
must consult as to the appropriate course of action.

In addition, without the other party's consent, neither party can transfer its
interests in AWAC to a "competitor". For these purposes, a competitor is any
person engaged in the mining of bauxite, the processing of alumina or inorganic
chemicals or the production of primary aluminum, either directly or indirectly
through any company in which it holds legally or beneficially, either 10% of the
issued capital or 10% of the voting power of the company.

Indemnification for pre-formation liabilities
To the extent that AWAC sustains an "extraordinary liability", in general each
of Alcoa and WMC must indemnify AWAC to the extent of their pre-January 1, 1995
(the date of formation of AWAC) ownership interest. In general, an
"extraordinary liability" is (i) a liability to a third party claim at law or in
equity, (ii) a claim by any government or governmental agency, (iii) an
environmental liability, or (iv) certain industrial diseases, which in any case
relates to an act or omission prior to formation. To be subject to indemnity the
claim (or series of related claims) must exceed a threshold of US$250,000.

A special, detailed regime applies in relation to extraordinary liabilities
relating to environmental and industrial hygiene conditions and identified
litigation, which are not subject to the threshold amount.

Subsequent review
At the eighth anniversary of the formation of AWAC, if either party believes
that a material inequity has occurred since the formation of AWAC, it may
require the parties review that inequity and negotiate a

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possible adjustment to the arrangements between them to address its effect. The
provision cannot be invoked by a party unless the material inequity exceeds
US$200 million, or there is a series of material inequities which in aggregate
exceed US$200 million and each is at least US$50 million. The maximum amount of
an adjustment will be US$400 million.

The material inequity must result from a significant, unforeseen and
irreversible circumstance or event that was reasonably unforeseen by the
claiming party on January 1, 1995. The provision is not intended to address
normal fluctuations in production costs or alumina, alumina chemicals or
aluminum prices, nor to reopen risks that were valued between the parties at the
time of formation of AWAC. If the parties cannot agree on an adjustment, no
adjustment will be made.

Demerger
As the details of WMC's demerger are not known, it remains to be determined
whether the dermerger will trigger or otherwise affect any rights under the AWAC
agreements.

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