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                                                                    EXHIBIT 10.2

                       ALLEGHENY TECHNOLOGIES INCORPORATED

                               2000 INCENTIVE PLAN

                          ADMINISTRATIVE RULES FOR THE

             TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM

                         EFFECTIVE AS OF JANUARY 1, 2001

                  (AS AMENDED EFFECTIVE AS OF JANUARY 1, 2005)

ARTICLE I. ADOPTION AND PURPOSE OF THE PROGRAM

            1.01 ADOPTION. These rules are adopted by the Personnel and
      Compensation Committee and the Stock Incentive Award Subcommittee of the
      Board of Directors as a part of the Allegheny Technologies Incorporated
      2000 Incentive Plan (the "Plan") pursuant to the authority reserved in
      Section 3.01 of the Plan. The Total Shareholder Return Incentive
      Compensation Program (the "TSRP") shall be the guidelines for making
      certain Performance Awards or Other Stock-Based Awards under Article VIII
      of the Plan. Capitalized terms used but not defined in these rules shall
      have the same meanings as in the Plan.

            1.02 PURPOSE. The purposes of the TSRP are (i) to assist the
      Corporation in retaining and motivating selected key management employees
      of the Corporation and its subsidiaries who will contribute to the success
      of the Corporation, (ii) to reward key management employees for the
      overall success of the Corporation as determined by the value created for
      shareholders as measured by the percentile performance of Corporation
      Common Stock relative to a peer group and (iii) to provide a means of
      encouraging key management employees to acquire and hold shares of
      Corporation Common Stock. The TSRP encourages key management employees to
      acquire and hold shares of Corporation Common Stock by offering them an
      opportunity to receive shares of Common Stock which, in accordance with
      the terms and conditions set forth below, will be earned only if the sum
      of the price and yield of the Common Stock measured against the sums of
      prices and yields of shares of common stock of a peer group of
      corporations meets or exceeds the performance reward relationships set at
      the beginning of an Award Period. Awards under the TSRP are intended to
      act as an incentive to participating key management employees to achieve
      long-term objectives that will inure to the benefit of all stockholders of
      the Corporation measured in terms of relative stock prices.

ARTICLE II. DEFINITIONS

      For purposes of these rules, the capitalized terms set forth below shall
      have the following meanings:

            2.01 AWARD AGREEMENT means a written agreement between the
      Corporation and a Participant or a written acknowledgment from the
      Corporation specifically setting forth the terms and conditions of a TSR
      Target Award granted to a Participant pursuant to Article VI of these
      rules.

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            2.02 AWARD TARGETS means the percentage of a TSR Target Award which
      shall be earned for a particular TSR Performance Period at Threshold,
      Target, Excellent and Outstanding, respectively.

            2.03 BOARD means the Board of Directors of the Corporation.

            2.04 BUSINESS DAY means any day on which the New York Stock Exchange
      shall be open for trading.

            2.05 CAUSE means a determination by the Committee that a Participant
      has engaged in conduct that is dishonest or illegal, involves moral
      turpitude or jeopardizes the Corporation's right to operate its business
      in the manner in which it is now operated.

            2.06 CHANGE IN CONTROL means any of the events set forth below:

                 (a) The acquisition in one or more transactions, other than
      from the Corporation, by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of a number of Corporation Voting Securities in excess of 25% of the
      Corporation Voting Securities unless such acquisition has been approved by
      the Board; or

                 (b) Any election has occurred of persons to the Board that
      causes two-thirds of the Board to consist of persons other than (i)
      persons who were members of the Board on January 1, 2001 and (ii) persons
      who were nominated for election as members of the Board at a time when
      two-thirds of the Board consisted of persons who were members of the Board
      on January 1, 2001; provided, however, that any person nominated for
      election by the Board at a time when at least two-thirds of the members of
      the Board were persons described in clauses (i) and/or (ii) or by persons
      who were themselves nominated by such Board shall, for this purpose, be
      deemed to have been nominated by a Board composed of persons described in
      clause (i); or

                 (c) Approval by the stockholders of the Corporation of a
      reorganization, merger or consolidation, unless, following such
      reorganization, merger or consolidation, all or substantially all of the
      individuals and entities who were the respective beneficial owners of the
      Outstanding Stock and Corporation Voting Securities immediately prior to
      such reorganization, merger or consolidation, following such
      reorganization, merger or consolidation beneficially own, directly or
      indirectly, more than 60% of, respectively, the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors or
      trustees, as the case may be, of the entity resulting from such
      reorganization, merger or consolidation in substantially the same
      proportion as their ownership of the Outstanding Stock and Corporation
      Voting Securities immediately prior to such reorganization, merger or
      consolidation, as the case may be; or

                 (d) Approval by the stockholders of the Corporation of (i) a
      complete liquidation or dissolution of the Corporation or (ii) a sale or
      other disposition of all or substantially all the assets of the
      Corporation.

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            2.07 COMMITTEE means the Stock Incentive Award Committee of the
      Board, in the case of individuals who are executive officers of the
      Corporation, and the Personnel and Compensation Committee of the Board, in
      the case of individuals who are not executive officers of the Corporation.

            2.08 CORPORATION means Allegheny Technologies Incorporated, a
      Delaware corporation, and its successors.

            2.09 CORPORATION VOTING SECURITIES means the combined voting power
      of all outstanding voting securities of the Corporation entitled to vote
      generally in the election of the Board.

            2.10 DATE OF GRANT means the date as of which a TSR Target Award is
      granted in accordance with Article VI of these rules.

            2.11 DISABILITY means any physical or mental injury or disease of a
      permanent nature which renders a Participant incapable of meeting the
      requirements of the employment performed by such Participant immediately
      prior to the commencement of such disability. The determination of whether
      a Participant is disabled shall be made by the Committee in its sole and
      absolute discretion. Notwithstanding the foregoing, if a Participant's
      employment by the Corporation or an applicable subsidiary terminates by
      reason of a disability, as defined in an Employment Agreement between such
      Participant and the Corporation or an applicable subsidiary, such
      Participant shall be deemed to be disabled for purposes of the TSRP.

            2.12 EFFECTIVE DATE means January 1, 2001.

            2.13 EXCHANGE ACT means the Securities Exchange Act of 1934, as
      amended.

            2.14 EXCELLENT means a relative level of achievement of Performance
      Reward Criteria at which the TSR for the Corporation for a TSR Performance
      Period is at a percentile of the TSR for the Peer Group for that
      Performance Period as determined by the Committee under Section 6.02.
      Excellent shall be the next to the highest level of performance for which
      a TSRP Reward will be paid.

            2.15 FAIR MARKET VALUE means, as of any given date, the closing
      price of the Common Stock on such date as reported on the New York Stock
      Exchange or, if the Common Stock is not then traded on the New York Stock
      Exchange, on such other national securities exchange on which the Common
      Stock is admitted to trade, or, if none, on the National Association of
      Securities Dealers Automated Quotation System if the Common Stock is
      admitted for quotation thereon; provided, however, if there were no sales
      reported as of such date, Fair Market Value shall be computed as of the
      last date preceding such date on which a sale was reported; provided,
      further, that if any such exchange or quotation system is closed on any
      day on which Fair Market Value is to be determined, Fair Market Value
      shall be determined as of the first date immediately preceding such date
      on which such exchange or quotation system was open for trading.

            2.16 OUTSTANDING means a relative level of Performance Reward
      Criteria at which the Corporation TSR for a particular TSR Performance
      Period is at a percentile of TSR for the Peer

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      Group for that TSR Performance Period as determined by the Committee under
      Section 6.02. Outstanding shall be the highest level of performance for
      which a TSRP Reward will be paid.

            2.17 OUTSTANDING STOCK means, at any time, the issued and
      outstanding Common Stock.

            2.18 PARTICIPANT means any key management employee selected by the
      Committee, pursuant to Section 5.01 of these rules, as eligible to
      participate under the TSRP for any one or more TSR Performance Period.

            2.19 PEER GROUP means a group of corporations with publicly traded
      common stock listed on a national securities exchange(s) deemed comparable
      to the Corporation as the number and identity of such group is determined
      by the Committee, in its discretion, for a particular TSR Performance
      Period. In the event of bankruptcy, delisting, merger, spin-off or other
      special circumstances affecting members of the Peer Group during a
      Performance Period, the Committee shall make such adjustments in the Peer
      Group as the Committee determines appropriate in its discretion. The
      Committee may select the number and identity of members of the Peer Group
      separately for each TSR Performance Period.

            2.20 PERFORMANCE REWARD CRITERIA means the relative standing of the
      Corporation TSR, expressed in percentiles and ranked at Threshold, Target,
      Excellent and Outstanding, as compared to the TSR for the Peer Group, in
      each case for a particular TSR Performance Period.

            2.21 PERFORMANCE LEVEL means the level of actual achievement of
      Performance Reward Criteria for a particular TSR Performance Period. In
      determining final Performance Levels, the Committee shall use
      straight-line interpolation between Threshold and Target, Target and
      Excellent and Excellent and Outstanding but there shall be no
      interpolation above Outstanding or below Threshold.

            2.22 PLAN means the Allegheny Technologies Incorporated 2000
      Incentive Plan, as the same may be amended from time to time.

            2.23 RETIREMENT means a termination of employment with the
      Corporation and each subsidiary of the Corporation, with the consent of
      the Corporation, at or after (i) attaining age 55 and (ii) completing five
      years of employment with the Corporation and/or any subsidiary of the
      Corporation.

            2.24 TARGET means a relative level of Performance Reward Criteria at
      which the Corporation TSR for a particular TSR Performance Period is at a
      percentile of TSR for the Peer Group for that TSR Performance Period as
      determined by the Committee under Section 6.02.

            2.25 THRESHOLD means a relative level of Performance Reward Criteria
      at which the Corporation TSR for a particular TSR Performance Period is at
      a percentile of TSR for the Peer Group for that TSR Performance Period as
      determined by the Committee under Section 6.02. Threshold shall be the
      lowest level of Performance Reward Criteria for which a Plan Reward will
      be earned.

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            2.26 TSR is the percentile ranking of the sum of stock price
      appreciation of and dividend reinvestment with respect to a share of
      Corporation Stock as compared to the comparable amount among the Peer
      Group for a particular TSR Performance Period as calculated on the Fair
      Market Value of a share of Stock as of the end of the TSR Performance
      Period plus dividends paid on a share of stock during the TSR Performance
      Period divided by the Fair Market Value of a share of Stock at the
      beginning of the TSR Performance Period using the methodology described in
      item 402(l) of Regulation S-K as promulgated under the Securities Act, as
      such act or regulation may be amended from time to time, or any successor
      to either.

            2.27 TSRP means the Total Shareholder Return Incentive Compensation
      Program as set forth in these rules as the same may be amended from time
      to time.

            2.28 TSR PERFORMANCE PERIOD means a three calendar year period
      beginning on the January 1st designated by the Committee and continuing
      until the third December 31st thereafter.

            2.29 TSR REWARDS means the number of shares of Stock earned for a
      particular TSR Performance period after application of the Performance
      Level.

            2.30 TSR TARGET AWARD means an award of an opportunity to earn a
      number of shares of Stock in a TSR Performance Period. The number of
      shares for a particular Participant shall be determined by the Committee
      for each TSR Performance Period by dividing the Participant's base salary
      at the commencement of the TSR Performance Period or, for the 2004-2006
      performance period and thereafter, at the base salary set on or before the
      date the Target Award is made, by the average Fair Market Value for the 30
      Business Days preceding the first Business Day of that TSR Performance
      Period and multiplying the result by a decimal determined appropriate by
      the Committee based on the Participant's responsibilities and opportunity
      to contribute to the success of the Corporation.

            2.31 STOCK means Common Stock, par value $0.10 per share, of the
      Corporation.

            2.32 WITHHOLDING OBLIGATIONS means the amount of federal, state and
      local income and payroll taxes the Corporation determines in good faith
      must be withheld with respect to a TSR Reward. Withholding Obligations may
      be settled by the Participant, as permitted by the Committee in its
      discretion, in shares of Stock otherwise deliverable under the TRSP, cash,
      previously owned shares of Stock or any combination of the foregoing.

ARTICLE III. ADMINISTRATION

            In addition to any power reserved to the Committee under Article III
      of the Plan, the TSRP shall be administered by the Committee, which shall
      have exclusive and final authority and discretion in each determination,
      interpretation or other action affecting the TSRP and its Participants,
      and the Committee shall have the sole and absolute authority and
      discretion to interpret the TSRP, to modify these administrative rules for
      the TSRP, to select, in accordance with Section 5.01 of these rules, the
      persons who will be Participants hereunder, to determine all performance
      criteria, levels of awards and rewards payable, to impose such conditions
      and restrictions as it determines appropriate and to take such other
      actions and make such other determinations in connection with the TSRP as
      it may deem necessary or advisable, in all cases in accordance with, and
      subject to, the provisions of the charter of the Committee.

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ARTICLE IV. STOCK ISSUABLE UNDER THE TSRP

            4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments as
      provided in Section 11.07 of the Plan, the maximum number of shares of
      Stock available for issuance under the TSRP shall be 4,500,000. The Stock
      to be offered under the TSRP shall be authorized and unissued Stock, or
      Stock which shall have been reacquired by the Corporation and held in its
      treasury.

            4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock forfeited
      as provided in Section 6.03 of these rules may again be issued under the
      TSRP.

ARTICLE V. PARTICIPATION

            5.01 DESIGNATION OF PARTICIPANTS. Participants in the TSRP shall be
      such key management employees of the Corporation or of its subsidiaries as
      the Committee, in its sole discretion, may designate as eligible to
      participate in the TSRP for any one or more TSR Performance Periods. No
      later than 90 days after the commencement of each TSR Performance Period
      during the term of the TSRP, the Committee shall designate the
      Participants who are eligible to participate in the TSRP during such TSR
      Performance Period. The Committee's designation of a Participant with
      respect to any TSR Performance Period shall not require the Committee to
      designate such person as a Participant with respect to any other TSR
      Performance Period. The Committee shall consider such factors as it deems
      pertinent in selecting Participants. The Committee shall promptly provide
      to each person selected as a Participant written notice of such selection.

ARTICLE VI. GRANTS UNDER THE TSRP

            6.01 ANNUAL DETERMINATION REGARDING TSR PERFORMANCE PERIOD. No later
      than the 60th day of each calendar year, the Committee shall determine
      whether to establish a TSR Performance Period, provided, however, for a
      TSR Performance Period established in calendar year 2001, the Committee
      may make a determination under this Section 6.01 at any time prior to the
      90th day of calendar year 2001.

            6.02 DETERMINATION OF GRANTS, AWARDS AND PERFORMANCE CRITERIA. For
      each TSR Performance Period, the Committee shall take the following
      actions no later than the 90th day of the first calendar year of that TSR
      Performance Period:

                  (a) Identify Participants for that TSR Performance Period;

                  (b) Establish the level of the TSR Target Awards for each
            Participant;

                  (c) Set the Performance Reward Criteria in terms of percentile
            ranking among the Peer Group for such period at Threshold, Target,
            Excellent and Outstanding, respectively;

                  (d) Set the Award Targets for Threshold, Target, Excellent and
            Outstanding; and

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                  (e) Determine the Peer Group for that TSR Performance Period.

            6.03 TERMINATION OF EMPLOYMENT. If a Participant terminates
      employment with the Corporation and each subsidiary of the Corporation
      during a then uncompleted TSR Performance Period for reasons other than
      death, Disability or Retirement, any TSR Target Award for any then
      uncompleted TSR Performance Period shall be forfeited automatically and
      the shares represented by such TSR Target Awards shall again be eligible
      for awards under these Rules. If a Participant terminates employment with
      the Corporation and each subsidiary of the Corporation for reasons of
      death, Disability or Retirement during a then uncompleted TSR Performance
      Period, the Participant shall be entitled to receive a pro rata Plan
      Reward for each then uncompleted TSR Performance Period determined:

                  (a) when the TSR Rewards for all other Participants in such
            TSR Performance Period(s) are determined;

                  (b) based on the actual level of achievement of Performance
            Reward Criteria for that TSR Performance Period and the
            Participant's TSR Target Award;

                  (c) pro rated by multiplying the number of shares of Stock the
            Participant would have received if the Participant completed the TSR
            Performance Period multiplied by a fraction, the numerator of which
            is the number of months of such TSR Performance Period completed
            before the Participant's termination of employment and the
            denominator is 36; and

                  (d) certificates representing the number determined above
            shall be delivered at the same time as all other certificates for
            such TSR Performance Period are delivered to Participants who
            completed the TSR Performance Period.

ARTICLE VII. DETERMINATION OF PERFORMANCE REWARD CRITERIA AND DELIVERY OF STOCK

            7.01 DETERMINATION OF ACTUAL ACHIEVEMENT OF PERFORMANCE REWARD
      CRITERIA. As promptly as administratively feasible but in no event later
      than the March 1st of the calendar year following last calendar year of
      each TSR Performance Period, the Committee shall determine the TSR of the
      Corporation and the average TSR of each member of the Peer Group and
      determine the Performance Level, if any, at which the Performance Reward
      Criteria have been achieved.

            7.02 DETERMINATION OF PLAN REWARDS. Plan Rewards for a particular
      TSR Performance Period for a particular participant shall be the result of
      multiplying that Participant's TSR Target Award by the Performance Level
      for that TSR Performance Period determined under Section 7.01.

            7.03 DELIVERY OF STOCK CERTIFICATES. As promptly as administratively
      feasible after the but in no event later than the March 15th of the
      calendar year following the last calendar year of a TSR Performance
      Period, the Corporation shall prepare for each Participant due a Plan
      Reward under Section 7.02 one or more stock certificates registered in the
      name(s) indicated by such Participant and shall deliver such certificates
      to the Participant promptly following the Participant's settlement of the
      Withholding Obligations by placing such certificates or causing

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      such certificates to be placed in the U.S. mail, postage prepaid, to the
      address indicated by the Participant.

ARTICLE VIII. MISCELLANEOUS

            8.01 APPLICATION OF PROVISIONS OF PLAN. Except as set forth in these
      Rules, the provisions of the Plan, including, but not limited to, Article
      X, the Terms Applicable Generally to Awards Granted under the Plan, shall
      apply to these Rules and are incorporated herein as if set forth at
      length.

            8.02 CHANGE IN CONTROL. In the event of a Change in Control, Plan
      Rewards shall be determined for all then uncompleted TSR Performance
      Periods as of the date of the Change in Control at the greater of (i) the
      Performance Level actually attained prior to the Change in Control and
      projected for the remainder of such uncompleted TSR Performance Periods or
      (ii) Target for each such uncompleted TSR Performance Period and
      certificates (or, with the consent of the Committee an amount in cash
      representing the Fair Market Value of such certificates) representing the
      Plan Rewards shall be delivered to the Participant as soon after the
      Change in Control as is administratively feasible.

            8.03 SECURITIES LAWS AND SECTION 162(m) RESTRICTIONS. Any TSR Award
      denominated in Common Stock shall be subject to the requirement that if at
      any time the Committee shall determine that any listing or registration of
      the shares of Common Stock or any consent or approval of any governmental
      body or any other agreement or consent is necessary or desirable as a
      condition to the granting of a TSR Award or issuance of shares of Common
      Stock or cash in satisfaction thereof, such grant of an award or issuance
      of shares of Common Stock may not be consummated unless such requirement
      is satisfied in a manner acceptable to the Committee. It is intended,
      unless the Committee determine otherwise, that the TSRP comply with Rule
      16b-3 as issued by the Securities and Exchange Commission and Section
      162(m) of the Code. All interpretations of the TSRP relating to Statutory
      Insiders shall be consistent with that Rule 16b-3, the Exchange Act and
      Section 162(m) of the Code. In order to maintain compliance with any of
      Rule 16b-3, the Exchange Act or the Code, the Committee may adopt such
      other rules or provide restrictions on outstanding TSR Awards as it in its
      discretion shall deem necessary and such rules or restrictions shall apply
      to outstanding TSR Awards as if set forth in the respective TSR Award
      Agreements.

            8.04 INVESTMENT REPRESENTATION. Each TSR Award Agreement may provide
      that the Participant shall deliver to the Committee upon demand by the
      Committee a written representation that the shares of Common Stock to be
      delivered are acquired by the Participant for investment and not for
      resale or with a view to the distribution thereof. Upon demand, delivery
      of such representation prior to the delivery of shares of Common Stock
      shall be a condition precedent to the Participant's right to receive such
      shares of Common Stock.

            8.05 NO RIGHTS AS STOCKHOLDERS. Participants shall have no rights as
      shareholders of the Corporation prior to the actual delivery of shares of
      Common Stock. The existence of these Rules and/or any TSR Awards then
      outstanding shall not be a bar or affect in any way the power or authority
      of the Corporation or any of its then stockholders to take any action
      regarding the Corporation, its assets or its capital structure.

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            8.06 NON-UNIFORM DETERMINATIONS. The actions and determinations of
      the Committee need not be uniform and may be taken or made by the
      Committee selectively among employees or Participants, whether or not
      similarly situated.

            8.07 AMENDMENT AND TERMINATION OF RULES. The Committee shall have
      complete power and authority to amend or terminate these Rules at any time
      it is deemed necessary or appropriate. No termination or amendment of the
      Rules may, without the consent of the Participant to whom any award shall
      theretofore have been granted under the TSRP, adversely affect the right
      of such individual under such award; provided, however, that the Committee
      may, in its sole discretion, make such provision in the Award Agreement
      for amendments which, in its sole discretion, it deems appropriate.

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                                     Form of
             TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM
                                 AWARD AGREEMENT

Allegheny Technologies Incorporated (the "COMPANY") and the award recipient
named below ("PARTICIPANT") enter into this Total Shareholder Return Incentive
Compensation Program Agreement effective as of January 1, 2005.

Participant:       [name]
                   PARTICIPANT TO COMPLETE THE FOLLOWING CHART
                   (Please print)

Street Address         ____________________________________________

City/State/Zip Code    ____________________________________________

Social Security Number ____________________________________________

WHEREAS, the Company has adopted the Allegheny Technologies Incorporated 2000
Incentive Plan (the "PLAN") and, in accordance with the Plan, has adopted
Administrative Rules for the Total Shareholder Return Incentive Compensation
Program, as amended (the "TSRP") as a portion of the Plan to (i) assist the
Company retain and motivate key management employees; (ii) reward key management
employees for the overall success of the Company; and (iii) provide a means of
encouraging key management employees to acquire and hold shares of Company
Common Stock.

WHEREAS, the TSRP provides that each TSR Target Award made under the TSRP shall
be evidenced by an Award Agreement between the Company and the key management
employee who receives a TRS Target Award under the TSRP setting forth the terms
and conditions of such TSR Target Award;

WHEREAS, the Company desires to make a TSR Target Award to the Participant and
evidence such TSR Target Award by this Award Agreement and the Participant,
having read and understood the Plan and the TSRP, is willing to enter into this
Award Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the covenants and agreements herein contained
and intending to be legally bound, the parties hereto agree with each other as
follows:

Subject to the attainment of the Performance Levels described below and to the
terms and conditions of the Plan, the TSRP and the Terms and Conditions of Award
attached hereto and incorporated herein by reference, by which Participant
agrees to be bound, the Company awards to Participant the Award described below,
with respect to the Performance Period described below:

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PERFORMANCE PERIOD: January 1, 2005 through December 31, 2007

TSR TARGET AWARD: [number of shares] Shares of Company Common Stock [equals
applicable base salary times [applicable TSR Target Award Level] (which is the
Participant's target award opportunity as a percent of salary) divided by
$21.615 (which is the average Closing Price for the 30 trading days prior to
January 1, 2005)]

PERFORMANCE LEVELS: The following table shows the performance award relationship
under the TSRP for the 2005 - 2007 performance period:

<TABLE>
<CAPTION>
                            OUTCOME RELATIVE TO PEER GROUP TSR
                        -------------------------------------------
                        THREE-YEAR PERCENTILE     PERCENT OF TARGET
LEVEL OF PERFORMANCE       RANKING IN TSR           AWARD EARNED
--------------------    ---------------------     -----------------
<S>                     <C>                       <C>
Below Threshold         Below 25th percentile            0%
Threshold               25th percentile                 50%
Target                  50th percentile                100%
Excellent               75th percentile                200%
Outstanding             90th percentile                300%
</TABLE>

                  NOTE: Interpolation between points will be made on a straight
                  line basis on each scale. Below the 25th percentile and above
                  the 90th percentile, there will be no interpolation.

THE ACTUAL AWARD UNDER THE TSRP WILL EQUAL THE TSR TARGET AWARD TIMES THE
APPLICABLE PERCENT OF TARGET AWARD EARNED.

IN WITNESS WHEREOF, the parties hereto have executed this Total Shareholder
Return Incentive Compensation Program Award Agreement effective the day and year
first above written.

ALLEGHENY TECHNOLOGIES INCORPORATED

By: _____________________________________________________
    Title: Executive Vice President, Human Resources,
           Chief Legal & Compliance Officer

PARTICIPANT:                              WITNESS:
_____________________________________     _________________________________

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                       TERMS AND CONDITIONS OF TSRP AWARD

Section 1: Definitions

Capitalized words used but not defined below or elsewhere in these Terms and
Conditions shall have the meanings ascribed to them in the Plan.

"ADMINISTRATIVE RULES" or "TSRP" shall mean the Administrative Rules for the
TSRP adopted by the Committee effective January 1, 2001, as amended effective
February 24, 2005, as the same may be amended from time to time.

"AWARD" shall mean the grant of a TSR Target Award evidenced by this Award
Agreement.

"COMMITTEE" means the Personnel and Compensation Committee of the Board of
Directors for a Participant who is not a statutory insider of the Company for
the purposes of Section 16 of the Securities Exchange Act of 1934 and the Stock
Incentive Award Subcommittee of the Board of Directors for a Participant who is
a statutory insider.

"COMMON STOCK" shall mean the common stock, $0.10 par value per share, of
Allegheny Technologies Incorporated.

"COMPANY" shall mean Allegheny Technologies Incorporated and its subsidiaries,
unless the context requires otherwise.

"DISABILITY" shall mean the total and permanent disability of Participant as
determined by the Committee in its sole discretion.

"EXCELLENT" shall mean a relative standing of the Company's TSR as against the
TSR for the Peer Group, in each case for the TSR Performance Period, equal to or
greater than 75% but less than 90%.

"OUTSTANDING" shall mean a relative standing of the Company's TSR as against the
TSR for the Peer Group, in each case for the TSR Performance Period, equal to or
greater than 90%.

"PEER GROUP" shall mean the corporations listed on Exhibit 1 to this Award
Agreement, subject to the adjustments to such group as permitted under the
Administrative Rules.

"RETIREMENT" means a termination of employment with the Company and each of its
subsidiaries, with the consent of the Company, at or after (i) attaining age 55
and (ii) completing five years of employment with the Company and/or any
subsidiary of the Company.

"TARGET" shall mean a relative standing of the Company's TSR as against the TSR
of the Peer Group, in each case for the TSR Performance Period, of equal to or
greater than 50% but less than 75%.

"THRESHOLD" shall mean a relative standing of the Company's TSR as against the
TSR of the Peer Group, in each case for the TSR Performance Period, of equal to
or greater than 25% but less than 50%.

"TSR PERFORMANCE LEVEL" means the measure of Company TSR performance relative to
the Peer Group, as set forth on page 2 of this Award Agreement. In determining
the final Performance Level, the Committee shall use straight-line interpolation
between Threshold and Target, between Target and Excellent, and between
Excellent and Outstanding. No TSR Reward will be earned for a Performance Level
less than Threshold. No additional TSR Reward above Outstanding will be earned
for a Performance Level greater than Outstanding.

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<PAGE>

Section 2: TSRP Award

2.1 Subject to the attainment of the TSR Performance Levels and to the terms and
conditions otherwise set forth in the Plan, the TSRP and this Award Agreement,
the Company awards to Participant the TSRP Award described in the first two
pages of this Award Agreement with respect to the Performance Period described
therein.

Section 3: Payment

3.1 Subject to the withholding obligations and any requirements of Section 4
then applicable, the Company shall deliver to the Participant certificates
representing the TSR Rewards, if any, for the TSR Performance Period within 75
days after the end of the TSR Performance Period.

3.2 If the Participant terminates employment with the Company and each
subsidiary of the Company during a then uncompleted TSR Performance Period for
reasons other than death, Disability or Retirement, any TSR Target Award for any
then uncompleted TSR Performance Period shall be forfeited automatically and the
shares represented by such TSR Target Awards shall again be eligible for awards
under the Rules.

3.3 If the Participant terminates employment with the Company and each
Subsidiary of the Company during a then uncompleted TSR Performance Period due
to the Participant's death, Disability, or Retirement, a pro rata award based on
the number of full months worked by the Participant during that Performance
Period will be calculated, based on goal achievement over the entire performance
period. Any award determined to be payable shall be paid after the end of the
applicable Performance Period.

Section 4: Miscellaneous

4.1 General Restriction. To the extent any TSR Target Award is denominated in
Common Stock under this Award Agreement, it shall be subject to the requirement
that if at any time the Committee shall determine that any listing or
registration of the shares of Common Stock or any consent or approval of any
governmental body or any other agreement or consent is necessary or desirable as
a condition of the issuance of shares of Common Stock or cash in satisfaction
thereof, such issuance of shares of Common Stock may not be consummated unless
such requirement is satisfied in a manner acceptable to the Committee. The
Company shall in no event be obligated to register any securities pursuant to
the Securities Act of 1933 (as the same shall be in effect from time to time) or
to take any other affirmative action to cause the issuance of shares pursuant to
the distribution of TSR Rewards to comply with any law or regulation of any
governmental authority.

4.2 Non-Assignability. No TSR Target Award granted under this Award Agreement
shall be assignable or transferable by the Participant, except by will or by the
laws of descent and distribution. During the life of the Participant, any TSR
Rewards shall be payable only to the Participant. No assignment or transfer of a
TSR Target Award or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or transferee any interest
or right herein whatsoever, and immediately upon

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<PAGE>

such purported assignment or transfer, the TSR Target Awards shall terminate and
become of no further effect.

4.3 Withholding Obligations. Whenever the Company makes delivery under the Plan,
in whole or in part, the Company shall notify the Participant of the amount of
withholding for tax, if any, which must be paid under federal and, where
applicable, state and local law. The Company shall, in the discretion of the
Company, but with the consent of the Committee, arrange for payment for such
withholding for taxes in any one or combination of the following ways: (i)
acceptance of an amount in cash paid by the Participant; or (ii) reduction in
the number of shares to be issued by that number of shares which, in aggregate,
have a value equal to such withholding amount. If the full amount of the
required withholding is not recovered in the above manner, the Participant
shall, forthwith upon receipt of notice, remit the deficiency to the Company. No
shares of Common Stock shall be issued or delivered to the Participant (and/or
the Participant's designee) until all applicable withholding obligations shall
have been satisfied in full.

4.4 Delivery of Certificates. As soon as practicable after compliance by the
Participant with all applicable conditions including, but not limited to, the
satisfaction of the Withholding Obligations described in Section 4.3 hereof, the
Company will issue and deliver by mail, or cause delivery by mail, to the
Participant at the address specified by the Participant in writing, certificates
registered in the name of the Participant (and/or the Participant's designee)
for the number of shares of Common Stock which the Participant is entitled to
receive (subject to reduction for withholding as provided in Section 4.3 hereof)
under the provisions of this Award Agreement.

4.5 No Right to Employment. Nothing in the Plan or in this Award Agreement shall
confer upon the Participant the right to continue in the employ of the Company
or any subsidiary or affect any right that the Company or a subsidiary may have
to terminate the employment of the Participant.

4.6 Amendment or Termination of the Plan. The Plan, or any part thereof
(including the TSRP and/or Administrative Rules) may be terminated or may, from
time to time, be amended, each in accordance with the Plan, TSRP or
Administrative Rules, as applicable, provided, however, the termination or
amendment of the Plan, the Administrative Rules or TSRP shall not, without the
consent of the Participant, affect Participant's rights under this Award
Agreement.

4.7 Investment Representation. Under the federal and/or state securities laws,
the Participant may be required to deliver, and, if so, shall deliver, to the
Committee, upon demand by the Committee, at the time of any payment of Common
Stock, a written representation that the shares to be acquired are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to delivery of
any shares shall be a condition precedent to the right of the Participant to
receive any shares.

4.8 No Rights as Shareholder. The Participant shall have no rights as a
stockholder of the Company with respect to shares of Common Stock subject to the
Award evidenced this Award Agreement unless and until a certificate for shares
of Common Stock is issued to the Participant.

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<PAGE>

4.9 Adjustment of Award. In the event of any change or changes in the
outstanding Common Stock of the Company by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares or any rights offering to purchase a substantial amount of
Common Stock at a price substantially below fair market value or of any similar
change affecting the Common Stock, any of which takes effect after the first
grant of a TSR Target Award under this Award Agreement, the Committee may, in
its discretion, appropriately adjust the number of shares of Common Stock which
may be issued under this Award Agreement, the number of shares of Common Stock
subject to TSR Target Awards under this Award Agreement and any and all other
adjustments deemed appropriate by the Committee to prevent substantial dilution
or enlargement of the rights granted to the Participant in such manner as the
Committee shall deem appropriate. Any adjustment so made shall be final and
binding upon the Participant.

4.10 Awards Not a Bar to Corporate Event. The existence of the TSR Target Awards
granted hereunder shall not affect in any way the right or the power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

4.11 Not Income for Qualified Plans. No amounts of income received by an
Participant pursuant to this Award Agreement shall be considered compensation
for purposes of any pension or retirement plan, insurance plan or any other
employee benefit plan of the Company or any of its affiliates.

4.12 Meaning of Participant. Whenever the word "Participant" is used in any
provision of this Award Agreement under circumstances where the provision should
logically be construed to apply to the executors, the administrators, or the
person or persons to whom the TSR Target Awards may be transferred by will or by
the laws of descent and distribution, the word "Participant" shall be deemed to
include such person or persons.

4.13 Determinations of Committee. The actions taken and determinations of the
Committee made pursuant to this Award Agreement and of the Committee pursuant to
the Plan, the TSRP and the Administrative Rules shall be final, conclusive and
binding upon the Company and upon the Participant. No member of the Committee
shall be liable for any action taken or determination made relating to this
Award Agreement, the Plan, the TSRP, or the Administrative Rules if made in good
faith.

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<PAGE>

EXHIBIT 1: LIST OF PEER COMPANIES (2005 - 2007 PERFORMANCE PERIOD)

AK Steel Corporation
Alcan, Inc.
Alcoa Inc.
Aleris International, Inc.
Carpenter Technology Corporation
IPSCO Steel, Inc.
International Steel Group Inc.
Kennametal Inc.
Nucor Corporation
Quanex Corporation
Reliance Steel & Aluminum Co.
RTI International Metals
Steel Dynamics
Titanium Metals Corporation
U.S. Steel Corporation

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