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                                                                    EXHIBIT 10.4

                       ALLEGHENY TECHNOLOGIES INCORPORATED

                         KEY EXECUTIVE PERFORMANCE PLAN

                         EFFECTIVE AS OF JANUARY 1, 2004
                        AND AS AMENDED FEBRUARY 24, 2005

ARTICLE I. ADOPTION AND PURPOSE OF THE KEY EXECUTIVE PERFORMANCE PLAN

            1.01 ADOPTION. This Key Executive Performance Plan is adopted by the
      Personnel and Compensation Committee of the Board of Directors as a part
      of the Allegheny Technologies Incorporated executive compensation program
      effective January 1, 2004. The KEPP Payments, if any, earned under this
      Plan are intended as performance based compensation within the meaning of
      Section 162(m) of the Internal Revenue Code of 1986, as amended, as
      incentive compensation determined solely with reference to attainment in
      predetermined levels of Earnings and Operational Goals within the relevant
      Performance Period.

            1.02 PURPOSE. The purposes of the KEPP are (i) to direct the focus
      of key management employees to the achievement of goals deemed necessary
      for the success of the Corporation, (ii) 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 and (iii) to reward key management employees for the overall
      success of the Corporation as determined with reference to predetermined
      levels of Earnings of the Corporation and attainment of Operational Goals.
      The KEPP is 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
      achievement of predetermined levels of Earnings of the Corporation and
      attainment of Operational Goals.

            1.03 PLAN DOCUMENT. This KEPP plan document is intended as the plan
      document as adopted by the Committee, which will govern all Performance
      Periods of the KEPP beginning in or after 2004.

ARTICLE II. DEFINITIONS

      For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

            2.01 AWARD means an opportunity to earn a KEPP Payment in a
      particular Performance Period. Each Award shall be denominated in dollars
      that can be earned upon

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      attainment of predetermined Earnings thresholds (Level 1) and the maximum
      amount that may be paid with respect to Operational Goals before the
      application of Negative Discretion (Level 2).

            2.02 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 KEPP
      Award granted to a Participant pursuant to Article VI of this Plan.

            2.03 BOARD means the Board of Directors of the Corporation.

            2.04 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.

            2.05 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

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                  (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.

            2.06 COMMITTEE means the Personnel and Compensation Committee of the
      Board.

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

            2.08 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.

            2.09 DATE OF AWARD means the date as of which an Award is granted in
      accordance with Article VI of this Plan.

            2.10 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 KEPP.

            2.11 EFFECTIVE DATE means January 1, 2004 and, for the amendment for
      grants made in or after 2005, February 24, 2005.

            2.12 EARNINGS means the earnings of the Corporation determined in
      accordance with generally accepted accounting principles, provided,
      however, for the 2005 through 2007 Performance Period, Earnings shall be
      expressed in terms of income before taxes.

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

            2.14 KEPP PAYMENT means the amount actually earned by a Participant
      in a particular Performance Period. Each KEPP Payment shall be the sum of
      the amounts earned by a Participant during a Performance Period as Level I
      and Level 2 achievement.

            2.15 LEVEL 1 means that portion of an Award that may be earned based
      on attainment of Earnings.

            2.16 LEVEL 2 means that portion of an Award that may be earned,
      after application of Negative Discretion by the Committee, based on
      attainment of Operational

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      Goals. The Level 2 portion of any Award shall be denominated in the
      maximum amount that may be earned with respect to Operational Goals prior
      to the application of Negative Discretion.

            2.16 NEGATIVE DISCRETION means the power of the Committee to be
      exercised solely in the Committee's discretion to reduce the Level 2
      portion of any Award. It is anticipated that the Committee will review
      with the Chief Executive Officer of the Corporation the relative
      attainment of Operational Goals during a particular Performance Period
      before the Committee exercises its Negative Discretion.

            2.17 OPERATIONAL GOALS means the goals set by the Committee at the
      commencement of a Performance Period to be attained by the Participants
      during the course of a particular Performance Period. Operational Goals
      will be set forth in terms of operating objectives and/or criteria, which
      may or may not be earnings measures that, in the judgment of the Committee
      after consultation with the Chief Executive Officer of the Corporation,
      will enhance the success of the Corporation during and beyond a particular
      Performance Period.

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

            2.18 PERFORMANCE PERIOD means a period of more than one fiscal year
      of the Corporation over which the attainment of Earnings and Operational
      Goals shall be measured.

            2.19 PLAN or KEPP means the Key Executive Performance Plan as set
      forth in this plan document or as the same may be amended from time to
      time.

            2.20 RETIREMENT means, with the consent of the Corporation, a
      termination of employment with the Corporation and each subsidiary 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.

            2.21 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 KEPP Payment. Withholding Obligations
      may be settled by the Participant, as permitted by the Committee in its
      discretion, in cash, previously owned shares of common stock of the
      Corporation or any combination of the foregoing.

ARTICLE III. ADMINISTRATION

            In addition to any power reserved to the Committee under the
      governing documents of the Corporation, the KEPP shall be administered by
      the Committee, which shall have exclusive and final authority and
      discretion in each determination, interpretation or other action affecting
      the KEPP and its Participants. The Committee shall have the sole and

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      absolute authority and discretion to interpret the KEPP, to amend or
      modify this Plan for the KEPP, to select, in accordance with Section 5.01
      of this Plan, the persons who will be Participants hereunder, to set all
      Earnings thresholds and Operational Goals, to determine all performance
      criteria, levels of Awards and KEPP Payments payable, to determine, after
      review of the Corporation's financial reports, the degree to which any
      threshold of Earnings has been achieved for a Performance Period with
      respect to the Level 1 portion of any Award, to review the attainment of
      Operational Goals and exercise Negative Discretion with respect to the
      Level 2 portion of any Award, 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 KEPP as it may deem necessary
      or advisable.

ARTICLE IV. OVERVIEW OF KEPP

            4.01 CASH BONUS PLAN. KEPP is designed to pay cash bonuses to
      participating key executives after the end of a Performance Period based
      on the level (i) of achievement of predetermined Earnings thresholds and
      (ii) attainment of Operational Goals (to which the Committee may exercise
      Negative Discretion).

            4.02 LEVELS OF AWARDS. KEPP Awards are granted with two levels. The
      first level, Level 1, is a cash bonus payment based on achievement of
      Earnings that the Committee has no discretion to reduce. KEPP Payments
      earned under Level 1 will be earned solely with reference to Earnings
      attained during the Performance Period. The second level, Level 2 is a
      cash bonus payment based on level of attainment of Operational Goals that
      the Committee has the Negative Discretion to reduce. The Committee's
      judgment in exercising its Negative Discretion to arrive at a KEPP Payment
      under Level 2 is expected to be guided by the degree to which the
      Corporation generally or the participating key executives in particular
      have attained predetermined Operational Goals. The Committee is expected
      to review the level of attainment of Operational Goals with the Chief
      Executive Officer of the Corporation before exercising any Negative
      Discretion.

            4.03 PARTICIPATING KEY EXECUTIVES. It is intended that the number of
      participating key executives shall be limited to those key executives with
      the most direct influence on the attainment of Earnings and operational
      goals.

ARTICLE V. PARTICIPATION

            5.01 DESIGNATION OF PARTICIPANTS. Participants in the KEPP 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 KEPP for any one or more Performance Periods. No later
      than 90 days after the commencement of each Performance Period during the
      term of the KEPP, the Committee shall designate the Participants who are
      eligible to participate in the KEPP during such Performance Period. The
      Committee's designation of a Participant with respect to any Performance
      Period shall not require the Committee to designate such person as a
      Participant with respect to any other 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

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      Participant written notice of such selection.

ARTICLE VI. GRANTS UNDER THE KEPP

            6.01 ANNUAL DETERMINATION REGARDING PERFORMANCE PERIOD. No later
      than the 60th day of each calendar year, the Committee shall determine
      whether to establish a Performance Period, provided, however, for a
      Performance Period established in calendar year 2004, the Committee may
      make a determination under this Section 6.01 at any time prior to the 90th
      day of calendar year 2004.

            6.02 DETERMINATION OF GRANTS, AWARDS (BOTH LEVEL 1 AND LEVEL 2) AND
      PERFORMANCE CRITERIA. For each Performance Period, the Committee shall
      take the following actions no later than the 90th day of the first
      calendar year of that Performance Period:

                  (a) Identify Participants for that Performance Period.

                  (b) Establish the level of Level 1 and Level 2 opportunities
            for each Participant.

                  (c) Set the Earnings target(s).

                  (d) Set the Operational Goals and relative weightings after
            discussing such goals and weighting with the Chief Executive Officer
            in order to bring the Operational Goals as closely as possible in
            line with the Corporation's business plans.

            6.03 TERMINATION OF EMPLOYMENT. If a Participant terminates
      employment with the Corporation and each subsidiary of the Corporation
      during a then uncompleted Performance Period for reasons other than death,
      Disability or Retirement, any KEPP Award for any then uncompleted
      Performance Period shall be forfeited automatically. 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 Performance Period, the Participant shall be entitled to
      receive a pro rata KEPP Payment for each then uncompleted Performance
      Period determined:

                  (a) when the KEPP Payments for all other Participants in such
            Performance Period(s) are determined; and

                  (b) based on the actual level of achievement of Earnings for
            that Performance Period and the attainment of Operational Goals,
            after the application of Negative Discretion.


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ARTICLE VII. DETERMINATION OF ACHIEVEMENT OF EARNINGS AND OPERATIONAL GOALS

            7.01 DETERMINATION OF EARNINGS AND OPERATIONAL GOALS. As promptly as
      administratively feasible but in no event later than the March 1st of the
      calendar year following last calendar year of each Performance Period, the
      Committee shall determine Earnings of the Corporation and the attainment
      of Operational Goals and the degree, if any, to which the Committee will
      exercise Negative Discretion.

            7.02 DETERMINATION OF KEPP PAYMENTS. KEPP Payments for a particular
      Performance Period for a particular Participant shall be the result of
      adding (i) the amount earned by a particular Participant under Level 1
      based on the Corporation's actual Earnings during the Performance Period
      and (ii) the amount earned by a particular Participant under Level 2 based
      on attainment of Operational Goals and after the application, if any, by
      the Committee of Negative Discretion.

ARTICLE VIII. MISCELLANEOUS

            8.01 CHANGE IN CONTROL. In the event of a Change in Control, during
      an uncompleted Performance Period, KEPP Payments (i) with respect to KEPP
      Awards made in 2004 with respect to the 2004 through 2006 Performance
      Period, shall be determined as of the date of the Change in Control at the
      highest (that is 7X) level of Earnings for the entire 2004 through 2006
      Performance Period without pro ration for any factor and KEPP Payments for
      the whole of the 2004 through 2006 Performance Period shall be delivered
      to the Participants as soon after the Change in Control as is
      administratively feasible; (ii) with respect to KEPP Awards made in 2005
      with respect to the 2005 through 2007 Performance Period, shall be
      determined as of the date of the Change in Control (x) with respect to
      Level 1, by first determining the aggregate amount of income before taxes
      actually attained by the Corporation for the period beginning on January
      1, 2005 and ending on (and including) the date of the Change in Control,
      dividing that amount by the number of days during the period beginning on
      January 1, 2005 and ending on (and including) the date of the Change in
      Control and multiplying that daily amount by the total number of days in
      calendar years 2005, 2006 and 2007 and, using the amount of income before
      taxes determined under the foregoing, determining the appropriate amount
      to be paid under Level 1 and (y) with respect to Level 2, if the amount of
      the Level 1 payment determined under the preceding clause is less than the
      maximum level for the 2005 through 2007 Performance Period, the Committee
      shall meet immediately prior to the date of the Change in Control (or as
      soon as practicable after the Committee knows of the impending Change in
      Control) and determine the amount, if any, of KEPP Payment appropriate
      under Level 2 for the 2005 through 2007 Performance Period and the KEPP
      Payments for the 2005 through 2007 Performance Period shall be delivered
      to the Participants as soon after the Change in Control as is
      administratively feasible and (iii) for any subsequent Performance Period,
      in a manner determined by the Committee at the time of the award for that
      Performance Period.

            8.02 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.


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            8.03 AMENDMENT AND TERMINATION OF THE PLAN. The Committee shall have
      complete power and authority to amend or terminate this Plan at any time
      it is deemed necessary or appropriate. No termination or amendment of the
      Plan may, without the consent of the Participant to whom any award shall
      theretofore have been granted under the KEPP, 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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