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                                                                   Exhibit 10.27




                       ALLEGHENY TECHNOLOGIES INCORPORATED

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                   as amended and restated as of July 9, 1994,
            further amended and restated as of December 31, 1998 and
               further amended and restated as of December 7, 1999



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1    Purpose. The Allegheny Technologies Incorporated Executive Deferred
Compensation Plan, formerly known as the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan which in turn was the successor to the
Teledyne, Inc. Executive Deferred Compensation Plan, is an unfunded plan
maintained for the purpose of providing deferred compensation for a select group
of management or highly compensated employees, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").

2    Definitions.

         2.1 "Account" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with (1) the portion of the
Participant's Salary that he elects to defer, (2) the portion of the
Participant's Bonus that he elects to defer, (3) portions of the Participant's
account balance under the Prior Plan and (4) earnings on such amounts.

         2.2 "Beneficiary" shall mean the Participant's spouse or, if the
Participant has no spouse or the spouse consents in writing in the presence of a
notary public, the person or persons, trustee, or other legal entity or entities
last designated by the Participant on a form substantially as set forth in
Exhibit "A" attached hereto to receive the benefits specified hereunder in the
event of the Participant's death. If the Participant has not designated a
beneficiary or if no person designated as a beneficiary survives the
Participant, the payment of the Participant's benefits under this Plan following
his death shall be made (a) to the Participant's spouse, if living, (b) if his
spouse is not then living, to his then living issue by right of representation,
(c) if neither his spouse nor his issue are then living, to his then living
parents, or (d) if none of the above are then living, to his estate.
Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under
the Plan must be the same as the beneficiary designated with respect to the
benefit provided under Article 8 hereof if the Insurable Participant dies prior
to his Payment Eligibility Date.

         2.3 "Bonus" shall mean the award or awards payable (i) under the
Allegheny Technologies Incorporated Annual Incentive Plan (or the comparable
annual incentive plan of a subsidiary, if applicable, and any predecessor or
successor program to any such annual incentive plan) or (ii) as a special bonus
under a written employment agreement between the Company or a subsidiary and a
Participant.

         2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.

         2.5 "Committee" shall mean the administrative committee appointed
pursuant to Section 9.1 of the Plan.

         2.6 "Company" shall mean Allegheny Technologies Incorporated, a
Delaware corporation, and any corporation which is a subsidiary of the
corporation (within the meaning of

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Code Section 424(f)) of Allegheny Technologies Incorporated, unless the context
requires otherwise.

         2.7 "Compensation" shall mean the Salary and Bonus paid by the Company
to a Participant.

         2.8 "Director of Human Resources" shall mean the Director, Human
Resources Administration - Pension and Benefits of Allegheny Technologies
Incorporated located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479
or such other person as the Committee may from time to time designate.

         2.09 "Effective Date" shall mean September 1, 1994.

         2.10 "Eligible Employee" shall mean:

                  2.10.1 For a Plan Year other than the Plan Years described in
         Sections 2.10.2, 2.10.3 and 2.10.4, each employee of the Company who:
         (a) as of December 1 of the preceding Plan Year holds the title of
         president of an operating company; or (b) received Compensation during
         the preceding Plan Year at least equal to $100,000.

                  2.10.2 For the first Plan Year of the Plan, each employee of
         the Company who: (a) as of the Effective Date holds the title of
         president of an operating company; or (b) for employees of Teledyne,
         Inc. who were participants in the Plan prior to July 9, 1998, received
         or is expected to receive Compensation during the applicable calendar
         year at least equal to the amount specified in Section 4.14(q)(1)(B) of
         the Code, as such amount is adjusted for such calendar year by the
         Secretary of the Treasury for increases in the cost of living.

                  2.10.3 For the first Plan Year in which employees of Allegheny
         Teledyne Incorporated and Allegheny Ludlum Corporation could have
         participated in the Plan, each employee of the Company who: (a) as of
         July 9, 1998 holds the title of president of an operating company; or
         (b) received or is expected to receive Compensation during calendar
         year 1998 at least equal to the amount specified in Section
         4.14(q)(1)(B) of the Code, as such amount is adjusted for such calendar
         year by the Secretary of the Treasury for increases in the cost of
         living.

                  2.10.4 For any Plan Year beginning after December 1, 1998
         which includes an employee's date of hire, each employee of the Company
         who: (a) as of the employee's date of hire holds the title of president
         of an operating company; or (b) receives Compensation during such Plan
         Year at least equal to $100,000. For purposes of this Section 2.10.4
         only, Compensation shall include Salary that would be paid if the
         employee's Salary were paid for the full Plan Year, and shall include a
         Bonus, if any, that would have been paid at 100% of the target bonus
         amount for performance during said Plan Year.

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         2.11 "Fund" or "Funds" shall mean one or more of the mutual funds,
investment portfolios or contracts selected by the Committee pursuant to Section
4.2.2.

         2.12 "Initial Election Period" shall mean the first thirty days of the
first Plan Year during which an employee of the Company is an Eligible Employee
or, in the case of an employee who is an Eligible Employee on his date of hire
after the Effective Date, the first thirty days after such date of hire;
provided, however, that the Initial Election Period for employees of Allegheny
Teledyne Incorporated and Allegheny Ludlum Corporation on July 9, 1998 shall
mean the period from July 9, 1998 through July 31, 1998, unless the Committee
shall determine to extend such Initial Election Period to a date no later than
August 30, 1998.

         2.13 "Insurable Participant" shall mean a Participant who satisfies
underwriting standards for the issuance of life insurance determined by the
insurance company selected by the Company to provide the pre-distribution death
benefit described in Article 8.

         2.14 "Interest Rate" shall mean, for each Fund, an amount equal to the
net rate, expressed as a percent, of gain or loss on the assets of such Fund
during a month, reduced for calendar years beginning before December 31, 1998,
with respect to Funds selected by Insurable Participants, by .0833 percent. If a
Participant satisfied the definition of an Insurable Participant (as set forth
in Section 2.14) prior to December 31, 1998 but at the time he becomes a
Participant, but fails to satisfy such definition thereafter, the .0833 percent
reduction described in the preceding sentence shall apply only to that portion
of the net rate of gain or loss credited to the Participant's Account as:

                  (1)      the Participant's Account balance on the last of the
                           month in which such failure occurs bears to

                  (2)      the Participant's Account balance on the last day of
                           the month preceding the month for which such gain or
                           loss is allocated.

                  Effective January 1, 1999, the Interest Rate shall be, for
each Fund, the net rate, expressed as a percent, of gain or loss on the assets
of such Fund for the applicable period.

         2.15 "Participant" shall mean any Eligible Employee who, prior to the
Effective Date, has not announced his intention to retire and who (a) elects to
defer Compensation in accordance with Section 4.1, or (b) has an account balance
under the Prior Plan.

         2.16 "Payment Eligibility Date" shall mean the date selected by an
Eligible Employee on his or her Deferred Election form with respect to
compensation deferred for a given Plan Year, provided, however, (i) if a
distribution is elected for after the applicable of the Participant's
termination of employment or death, the Participant may choose only from the
first day of the month following the end of the calendar quarter in which said
termination occurs or in which occurs the fifth, tenth or fifteenth anniversary
of such event and (ii) if a distribution is elected for prior to the applicable
of the Participant's termination of employment or death, such election may not
be made for a date before the end of the Plan Year which is three calendar years
after the end

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of the Plan Year for which such election is made. In the event no election is
made, the Payment Eligibility Date shall be the first day of the month following
the end of the calendar quarter in which a Participant terminates employment or
dies. A Participant receiving benefits under the Company's short-term disability
plan or on an approved leave of absence shall not be deemed to have terminated
employment for purposes of the Plan.

         2.17 "Plan" shall mean the Allegheny Technologies Incorporated
Executive Deferred Compensation Plan as set forth herein, or as amended from
time to time. The Plan was formerly known as the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan which in turn was the successor plan to the
Teledyne, Inc. Executive Deferred Compensation Plan.

         2.18 "Plan Year" shall mean the calendar year, except that the initial
Plan Year shall be the period from the Effective Date through December 31, 1994
for employees of Teledyne, Inc. and its subsidiaries, and the initial Plan Year
shall be the period from August 1, 1998 through December 31, 1998 for employees
of Allegheny Teledyne Incorporated and Allegheny Ludlum Corporation.

         2.19 "Prior Plan" shall mean the nonqualified plan or arrangement
maintained by the Company for deferral of bonuses prior to the Effective Date.

         2.20 "Retirement" shall mean the date as of which a Participant
commences to receive a benefit under a pension plan maintained by the Company,
the date as of which a Participant commences to receive disability benefits
under the Company's long-term disability plan or, in the case of a Participant
who is not entitled to benefits under the Company's long-term disability plan,
the date the Committee determines is the first date the Participant satisfies
the definition of disability set forth in that plan.

         2.21 "Salary" shall mean the base rate of pay that an employee is
entitled to receive for services rendered to the Company.

3    Participation. An Eligible Employee who, prior to the Effective Date, has
not announced his intention to retire shall become a Participant in the Plan on
(a) the first day of the first pay period for which he elects to defer a portion
of his Compensation in accordance with Section 4.1, or (b) the Effective Date if
he has an account balance under the Prior Plan.

4    Deferral Elections.

         4.1 Elections to Defer Compensation. For calendar years beginning on or
after January 1, 1999, an Eligible Employee may elect to defer, in increments of
1% and subject to the limitation set forth herein, a portion of his or her
Salary and, separately, a portion of his or her Bonus for the calendar year
following the calendar year in which a written election, on a form approved by
the Director of Human Resources or his or her designee, to defer Salary and/or
Bonus is delivered to the Director of Human Resources or his or her designee.
Each election to defer Salary and/or Bonus shall be effective for only the next
succeeding calendar, shall expire on the last day of the calendar year next
following its delivery and shall specify the Participant's

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elections as to distribution time and form from among those then permitted under
the Plan. No election may be for less than 5% of the Salary or Bonus payment,
respectively, and no election shall exceed an amount which would prevent the
Eligible Employee from making required or elected contributions under employee
benefit plans or to have required federal, state and local income or payroll tax
payments made or such other amounts as determined appropriate by the Committee.
An election to defer Salary or Bonus with respect to services rendered during a
calendar year must be filed with the Director of Human Resources or his or her
designee on or before December 1 of the preceding calendar year. For calendar
years ending before January 1, 1999, deferrals shall be governed by the Plan as
in effect as of that date.

                           4.1.2 Initial Election Period. Each Eligible Employee
         may elect to defer Compensation by filing with the Director of Human
         Resources or his or her designee an election, on a form provided by the
         Committee, no later than the last day of his or her Initial Election
         Period. An election to defer Compensation during the Initial Election
         Period shall be effective with respect to the Participant's Salary
         earned during the first pay period beginning after the election and
         with respect to the portion of the Participant's Bonus attributable to
         the portion of the calendar year following the election.

                           4.1.3 Elections other than Elections during the
         Initial Election Period. Subject to the limitations of Section 4.1.2.1
         above, any Eligible Employee who fails to elect to defer Compensation
         during his or her Initial Election Period may subsequently elect to
         defer Compensation, and any Eligible Employee who has terminated a
         prior Salary deferral election may elect to again defer Salary, by
         filing with the Director of Human Resources or his or her designee an
         election, on a form provided by the Committee, to defer Compensation as
         described in Section 4.1.2.1 above. An election to defer Salary payable
         during a calendar year must be filed with the Director of Human
         Resources or his or her designee on or before December 1 of the
         preceding calendar year. An election to defer Bonus payable with
         respect to services rendered during a calendar year must be filed with
         the Director of Human Resources or his or her designee on or before
         December 1 of the preceding calendar year.

         4.2 Duration of Elections.

         4.2.1 Duration of Salary Deferral Election. Any Salary Deferral
         Election made under Section 4.1.2 or Section 4.1.3 shall remain in
         effect, notwithstanding any change in the Participant's Salary, until
         changed or terminated in accordance with the terms of this Section 4.2;
         provided, however, that such election shall terminate for any Plan Year
         for which the Participant is not an Eligible Employee. A Participant
         may increase, decrease or terminate his or her Salary deferral election
         with respect to Salary earned during a calendar year by filing a new
         election, in accordance with the terms of this Section 4.2, with the
         Director of Human Resources or his or her designee on or before
         December 1 of the preceding calendar year.

         4.2.2 Duration of Bonus Deferral Election. Any Bonus deferral election
         made under Section 4.1.2 or Section 4.1.3 shall be irrevocable and
         shall apply only to the Bonus

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         payable with respect to services performed during the calendar year for
         which the election is made. For each subsequent calendar year, an
         Eligible Employee must make a new election, subject to the limitations
         set forth in this Section 4.1, to defer a percentage of his or her
         Bonus. Such election shall be on forms provided by the Committee and
         shall be filed with the Director of Human Resources or his or her
         designee on or before December 1 of the calendar year preceding the
         calendar year in which the services that are to result in the Bonus are
         performed.

         4.2.3 Extension of Election Deadline. Notwithstanding the foregoing
         provisions of this Section 4.2, the Committee may extend the deadline
         for filing elections set forth herein from December 1 of a particular
         calendar year as the Committee shall determine. The Committee shall
         give notice of such extension to all Eligible Employees.

         4.3 Investment Elections.

                           4.3.1 Investment Options. The Committee shall select
         from time to time the types of mutual funds, investment portfolios
         underlying universal life products or contracts in which Participants'
         Accounts shall be deemed to be invested. At the time an Eligible
         Employee first becomes a Participant, the Participant shall file with
         the Director of Human Resources or his or her designee a form provided
         by the Committee designating which of such types of mutual funds,
         investment portfolios or contracts the Participant's Account shall be
         deemed to be invested in for purposes of determining the amount of
         earnings to be credited to such Account. In making the designation
         pursuant to this Section 4.2.1, the Participant may specify that all or
         any portion of his Account, designated in whole percentages, be deemed
         to be invested in one or more of the types of mutual funds, investment
         portfolios or contracts selected by the Committee. A Participant may
         change monthly the designation made under this Section 4.2.1 by filing
         with the Director of Human Resources or his or her designee an
         election, on a form provided by the Committee, at any time during a
         month, with such change to be effective as of the first day of the
         month immediately succeeding the date on which such form is filed. If a
         Participant fails to elect a type of fund under this Section 4.2.1, any
         prior election shall remain in effect or, if there is no prior election
         of types of funds, any deferral election made by the Participant shall
         be void. If a Participant who receives allocations to his Account only
         pursuant to Sections 5.3 and 5.4 fails to elect a type of fund under
         this Section 4.2.1, he shall be deemed to have elected the fund or
         contract designated by the Committee as the default fund.

                           4.3.2 Committee Selection of Funds. Although the
         Participant may designate the type of mutual funds, investment
         portfolios or contracts pursuant to Section 4.2.1, the Committee shall
         select from time to time, in its sole discretion, a commercially
         available fund, portfolio or contract of each of the types selected
         pursuant to Section 4.2.1 to be the Funds. The Interest Rate of each
         such Fund shall be used to determine the amount of earnings to be
         credited to Participants' Accounts under Section 5.4.

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5    Participant Accounts. The Committee shall establish and maintain an Account
for each Participant under the Plan. Each Participant's Account shall be further
divided into separate subaccounts ("subaccounts"), each of which corresponds to
a mutual fund, investment portfolio or contract elected by the Participant in
accordance with Section 4.2. A Participant's Account shall be credited as
follows:

         5.1 Salary Credits. As of the last day of each month, the Committee
shall credit the subaccounts of the Participant's Account with an amount equal
to Salary deferred by the Participant during each pay period ending in that
month in accordance with the Participant's election under Section 4.2; that is,
the portion of the Participant's deferred Salary that the Participant has
elected to be deemed to be invested in a certain type of Fund shall be credited
to the subaccount corresponding to that Fund.

         5.2 Bonus Credits. As of the last day of the month in which the Bonus
is payable, the Committee shall credit the subaccounts of the Participant's
Account with an amount equal to the portion of the Bonus deferred by the
Participant in accordance with the Participant's election under Section 4.2;
that is, the portion of the Participant's deferred Bonus that the Participant
has elected to be deemed to be invested in a particular type of Fund shall be
credited to the subaccount corresponding to that Fund.

         5.3 Prior Plan Credits. As of the Effective Date, the Committee shall
credit the subaccounts of the Participant's Account with an amount equal to 25
percent of the Participant's account balance under the Prior Plan as of the
Effective Date. As of September 1 of each of the following years, the Committee
shall credit the subaccounts of the Participant's Account with an amount equal
to the percentage set forth below of the Participant's account balance under the
Prior Plan as of such date:

                           1995             33-1/3
                           1996             50
                           1997             100

Notwithstanding the foregoing, as of a Participant's Payment Eligibility Date
prior to September 1, 1997, the Committee shall credit the subaccounts of the
Participant's Account with an amount equal to any unpaid balance then remaining
in the Participant's account under the Prior Plan.

         5.4 Earnings Credits. As of the last day of each month in which any
amount remains credited to a Participant's Account, each subaccount of a
Participant's Account shall be credited with earnings in an amount equal to that
determined by multiplying the balance credited to such subaccount as of the last
day of the preceding month by the Interest Rate for that month for the
corresponding Fund selected by the Company pursuant to Section 4.2.2.

6    Vesting. A Participant's Account shall be 100 percent vested at all times.

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7    Distributions.

         7.1 Amount and Time of Distribution.

                           7.1.1 Payment as of Payment Eligibility Date. Each
         Participant (or, in the case of his death, his Beneficiary) shall be
         entitled to receive a distribution of benefits under this Plan as soon
         as practicable following his Payment Eligibility Date. The amount
         payable to a Participant shall be the amount credited to the
         Participant's Account as of his Payment Eligibility Date.

                           7.1.2 Payment Prior to Payment Eligibility Date. A
         Participant may elect by filing with the Director of Human Resources or
         his or her designee a form substantially as set forth in Exhibit "B"
         attached hereto to receive an amount equal to ninety percent of his
         Account balance at any time prior to his Payment Eligibility Date. If
         the Participant makes an election described in this Section 7.1.2: the
         balance of the Participant's Account not distributed to the Participant
         shall be forfeited to the Company; the amount to which he is entitled
         under this Section 7.1.2 shall be distributed to the Participant in a
         single lump sum within thirty days following such election; the
         Participant shall be prohibited from participating in the Plan for the
         balance of the Plan Year in which this distribution is made and the
         following Plan Year; and any elections previously made pursuant to
         Article 4 of this Plan shall cease to be effective.

         7.2 Form of Distribution.

                           7.2.1 Pre-Retirement Distributions. If a
         Participant's Payment Eligibility Date occurs prior to the date of his
         termination of employment or Retirement, the Participant's Account
         shall be paid to such Participant in the form of a single lump sum.

                           7.2.2 Post-Retirement Distributions. If a
         Participant's Payment Eligibility Date occurs on or after the date of
         his termination of employment or Retirement, the Participant's Account
         shall be paid to such Participant or, in the event of the Participant's
         death on or after his Payment Eligibility Date, his Beneficiary in the
         form of sixty quarterly installments. Such installment payments shall
         commence on the Participant's Payment Eligibility Date or as soon
         thereafter as is practicable and shall continue on the first day of
         each of the 59 calendar quarters thereafter.

                           7.2.3 Election of Optional Form of Distributions.
         Notwithstanding the provisions of Section 7.2.2, a Participant whose
         Payment Eligibility Date occurs on or after the date of his termination
         of employment or Retirement may elect to receive distribution of his
         Account balance in a single lump sum, twenty quarterly installments,
         forty quarterly installments or sixty quarterly installments provided
         that at least one year prior to his Payment Eligibility Date, the
         Director of Human Resources or his or her

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         designee receives from the Participant a notice, in substantially the
         form of Exhibit "C" attached hereto, that the Participant elects to
         receive payment in one of such optional forms. Any such payment shall
         be made or commence to be made as of the Participant's Payment
         Eligibility Date. Any election made pursuant to this Section 7.2.3 may
         be revoked by filing notice of such revocation with the Director of
         Human Resources or his or her designee on or before the date which is
         one year prior to the Participant's Payment Eligibility Date.

                           7.2.4 Method for Calculating Installments. If a
         Participant or Beneficiary receives payment of his Account balance in
         installments pursuant to Section 7.2.2 or 7.2.3, the amount of each
         quarterly installment payable during the Plan Year which includes the
         Participant's Payment Eligibility Date shall equal the Participant's
         Account balance on the Payment Eligibility Date divided by the total
         number of installments the Participant or Beneficiary is scheduled to
         receive. The amount of each quarterly installment payable during each
         succeeding Plan Year, other than the last Plan Year in which the
         Participant or Beneficiary receives installment payments under the
         Plan, shall equal the Participant's Account balance on September 30 of
         the preceding Plan Year divided by the number of installments remaining
         to be paid after the last day of such preceding Plan Year. The amount
         of each quarterly installment payable during the last Plan Year in
         which the Participant or Beneficiary receives installment payments
         under the Plan shall equal the Participant's Account balance on the
         last day of the second preceding calendar quarter divided by the number
         of installments remaining to be paid after the last day of the
         preceding calendar quarter, except that the final quarterly installment
         shall be equal to the remaining balance in the Participant's Account.

                           7.2.5 Small Account Balances. Notwithstanding any
         other provision of this Section 7.2, if a Participant's Account balance
         on his Payment Eligibility Date is $10,000 or less, such Account
         balance shall be paid in a single lump sum. For calendar years
         beginning on or after January 1, 1999, $30,000 shall be substituted for
         $10,000 in the preceding sentence.

8    Pre-Distribution Death Benefit.

         8.1 Amount of Benefit. The Company shall own and maintain one or more
life insurance policies on the life of each Insurable Participant (collectively,
the "Policy") each with a death benefit no less than the death benefit payable
under this Section 8.1. Until an employee of the Company (other than a
Participant who has already been determined not to be an Insurable Participant)
completes an application for the Policy, any deferral elections made by the
employee pursuant to Article 4 hereof shall be void. If an Insurable Participant
shall die at least sixty days following the first day of the month in which
allocations pursuant to Article 5 of the Plan are first made to his Account and
prior to his Payment Eligibility Date, his Beneficiary shall receive directly
from the insurance company issuing the Policy in a single lump sum an amount
equal the lesser of (a) or (b), where (a) equals the greatest of (i) the amount
of insurance coverage in effect on December 31, 1998, (ii) the Participant's
Account balance as of a relevant time or (iii) $1,000,000 and (b) equals the
greater of: (i) ten times the amounts allocated to the Insurable

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Participant's Account pursuant to Sections 5.1 and/or 5.2 during the first
twelve months in which the Insurable Participant receives allocations to his
Account; or (ii) two times the Insurable Participant's Account balance as of his
date of death if the Insurable Participant has not attained age 56 at the date
of death or, if the Insurable Participant is age 56 or older at death, 1.5 times
the Insurable Participant's Account balance as of his date of death.

         8.2 Other Rules.

                  8.2.1 Reduction of Account Balance. Notwithstanding anything
contained herein to the contrary, any benefits otherwise payable with respect to
an Insurable Participant under this Plan shall be reduced by the value of
benefits received by the Insurable Participant's Beneficiary under the Policy.

                  8.2.2 Death on or After Payment Eligibility Date. If an
Insurable Participant shall die on or after his Payment Eligibility Date, his
Beneficiary shall receive no benefits under the Policy and any death benefits
thereunder shall be paid to the Company.

                  8.2.3 Effect of Account Distribution Prior to Payment
Eligibility Date. If an Insurable Participant receives a distribution pursuant
to Section 7.1.2, for purposes of Section 8.1.1, the first twelve months in
which he receives allocations to his Account shall be deemed to be the first
Plan Year after such distribution in which he receives allocations under Section
5.1 or 5.2 and, for purposes of Section 8.1.2, the Insurable Participant's
Account shall include only amounts allocated to the Insurable Participant's
Account following such distribution and prior to his date of death.

                  8.2.4 Death Prior to Eligibility for Pre-Distribution Death
Benefit. If a Participant should die before completing the sixty-day eligibility
period for the pre-distribution death benefit set forth in Section 8.1, his
Beneficiary shall receive only the balance in the Participant's Account as of
the Participant's Payment Eligibility Date.

                  8.2.5 Failure to Remain Insurable. Notwithstanding the
foregoing provisions of this Article 8, if a Participant satisfies the
definition of an Insurable Participant (as set forth in Section 2.14) at the
time he becomes a Participant, but fails to satisfy such definition thereafter,
the pre-distribution death benefit payable to the Participant's Beneficiary
shall equal the lesser of:


                    (1) the pre-distribution death benefit determined under the
foregoing provisions of this Article 8; or

                    (2) the death benefit under the Policy payable to the
Participant's Beneficiary at the time the Participant fails to satisfy the
definition of an Insurable Participant.

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9    Administration.

         9.1 Committee Action. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Personnel and Compensation Committee of the Board of Directors
of the Company or, in the absence of a specific designation by the Personnel and
Compensation Committee of the Board of Directors of the Company, the Plan
Administrative Committee of the Company as then constituted. The Committee shall
act at meetings by an affirmative vote of a majority of the members of the
Committee. Any action permitted to be taken at a meeting may be taken without a
meeting if a written consent to the action is signed by all members of the
Committee and such written consent is filed with the minutes of the proceedings
of the Committee. A member of the Committee shall not vote or act upon any
matter which relates solely to himself as a Participant. The Chairman or any
other member or members of the Committee designated by the Chairman may execute
any certificate or other written direction on behalf of the Committee.

         9.2 Powers and Duties of the Committee. The Committee, on behalf of the
Participants and their Beneficiaries, shall enforce the Plan in accordance with
its terms, shall be charged with the general administration of the Plan, and
shall have all powers necessary to accomplish its purposes, including, but not
by way of limitation, the following:

                    9.2.1 To determine all questions relating to the eligibility
of employees to participate;

                    9.2.2 To construe and interpret the terms and provisions of
this Plan;

                    9.2.3 To compute and certify to the amount and kind of
benefits payable to Participants and their Beneficiaries;

                    9.2.4 To maintain all records that may be necessary for the
administration of the Plan;

                    9.2.5 To provide for the disclosure of all information and
the filing or provision of all reports and statements to Participants,
Beneficiaries or governmental agencies as shall be required by law;

                    9.2.6 To make and publish such rules for the regulation of
the Plan and procedures for the administration of the Plan as are not
inconsistent with the terms hereof; and

                    9.2.7 To appoint a plan administrator or, any other agent,
and to delegate to such person such powers and duties in connection with the
administration of the Plan as the Committee may from time to time prescribe.

         9.3 Construction and Interpretation. The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction

                                      -11-
<PAGE>   13

shall be final and binding on all parties, including but not limited to the
Company and any Participant or Beneficiary. The Committee shall administer such
terms and provisions in a uniform and nondiscriminatory manner and in full
accordance with any and all laws applicable to the Plan.

         9.4 Information. To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other cause of
termination, and such other pertinent facts as the Committee may require.

         9.5 Compensation, Expenses and Indemnity.

                  9.5.1 The members of the Committee shall serve without
compensation for their services hereunder.

                  9.5.2 The Committee is authorized at the expense of the
Company to employ such legal counsel as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.

                  9.5.3 The Company shall indemnify and save harmless the
Committee and each member thereof, and the Chief Financial Officer, the Director
of Human Resources or his or her designee, and any delegate of the Committee who
is an employee of the Company against any and all expenses, liabilities and
claims, including legal fees to defend against such liabilities and claims,
arising out of their discharge of responsibilities under or incident to the
Plan, other than expenses and liabilities arising out of willful misconduct.
This indemnity shall not preclude such further indemnities as may be available
under insurance purchased by the Company or provided by the Company under any
bylaw, agreement or otherwise, as such indemnities are permitted under
applicable law.

         9.6 Quarterly Statements. Under procedures established by the
Committee, a Participant shall receive quarterly statements with respect to such
Participant's Account.

10    Miscellaneous.

         10.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company. No assets of the
Company shall be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. The
Plan is intended to be unfunded for tax purposes and for purposes of Title I of
ERISA.

                                      -12-
<PAGE>   14

         10.2 Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant's Account shall be
liable for the debts, contracts, or engagements of any Participant, his
Beneficiary, or successors in interest, nor shall a Participant's Account be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever.

         10.3 No Right to Continued Employment. Neither an employee's
participation in the Plan, nor his rights to his Account shall confer upon such
employee any right with respect to continuance of employment by or receipt of
Bonuses from the Company, nor shall such items interfere in any way with the
right of the Company to terminate such employee's employment or alter such
employee's Compensation at any time.

         10.4 Withholding. There shall be deducted from each payment made under
the Plan or, if such payment is not large enough, from any other funds payable
to the Participant, all taxes which the Company determines are required to be
withheld with respect to such payment under the Plan. The Company shall have the
right to reduce any payment by the amount of cash sufficient to provide the
amount of said taxes.

         10.5 Amendment, Modification, Suspension or Termination. The Committee
may at any time amend, modify, suspend or terminate the Plan in whole or in
part, subject to ratification by the Personnel and Compensation Committee of the
Company's Board of Directors, except that no amendment, modification, suspension
or termination shall reduce any amounts then credited to a Participant's
Account. The Company shall provide notice of such action to all Participants and
Beneficiaries of deceased Participants. In the event that one or more
subsidiaries of the Company are spun off to shareholders of the Company and a
spun off company agrees to sponsor a plan substantially similar to this Plan,
the Company may, in its discretion, cause a transfer of all, but not less than
all, liabilities with respect to employees of such new company to the new plan
adopted by that new company and, upon such transfer, the Company shall be
released of liability with respect to employees of the new company with respect
to whom liabilities have been transferred.

         10.6 Governing Law. Except to the extent that it is preempted by
federal law, this Plan shall be construed, governed and administered in
accordance with the laws of the State of Delaware.

         10.7 Receipt or Release. Any payment to a Participant or the
Participant's Beneficiary in accordance with the provisions of the Plan,
including but not limited to any payment from an insurance company, shall, to
the extent thereof, be in full satisfaction of all claims under the Plan against
the Committee and the Company. Any payment, whether by the Company or an
insurance company, to a Participant or the Participant's Beneficiary of an
amount described in Section 5.3 shall, to the extent thereof, be in full
satisfaction of all claims to such amount which the Participant or his
Beneficiary or any beneficiary designated in accordance with the Prior Plan

                                      -13-
<PAGE>   15
may have against the Company or any other person under the Prior Plan. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.

         10.8 Payments on Behalf of Minors. In the event that any amount becomes
payable under the Plan to a minor or a person who, in the sole judgment of the
Committee, is considered by reason of physical or mental condition to be unable
to give a valid receipt therefore, the Committee may direct that such payment be
made only to the conservator or the guardian of the estate of such person
appointed by a court of competent jurisdiction or such other person or in such
other manner as the Committee determines is necessary to assure that the payment
will legally discharge the Plan's obligation to such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.

         10.9 Miscellaneous. All pronouns and any variations thereof contained
herein shall be deemed to refer to masculine or feminine, singular or plural, as
the identity of the person or persons may require. The headings used in this
Plan are for convenience only and shall not be construed in interpreting this
Plan.


                                      -14-
<PAGE>   16

EXHIBIT A
BENEFICIARY DESIGNATION

         I hereby designate the following individual or entity to receive any
benefits to which I am entitled under the Allegheny Technologies Incorporated
Executive Deferred Compensation Plan if such benefits become payable after my
death:

Name:
Address:
Relationship:
Social Security or Tax Identification Number:


I understand and acknowledge that if I am married on the date of my death and I
have designated above someone other than the individual who is my spouse on the
date of my death, such designation shall not be effective unless my spouse
consents in writing as set forth on the following page in the presence of a
notary.

Date                                       Signature



                                           Printed Name


                                      -15-
<PAGE>   17


SPOUSAL CONSENT TO BENEFICIARY DESIGNATION

         I am the spouse of _____________________. I hereby consent to the
designation made by my spouse of ____________________ as the beneficiary under
the Allegheny Technologies Incorporated Executive Deferred Compensation Plan. I
understand that this consent is valid only with respect to the naming of the
beneficiary indicated on the prior page and that the designation of any other
beneficiary will not be valid unless I consent in writing to such designation.

         This consent is being voluntarily given, and no undue influence or
coercion has been exercised in connection with my consent to the designation
made by my spouse of the beneficiary named on the prior page rather than myself
as the beneficiary under the Allegheny Technologies Incorporated Executive
Deferred Compensation Plan.

Date                                       Spouse's Signature



                                           Print Spouse's Name

State of __________________

County of__________________

         On __________ (date) before me _______________(name, title) personally
appeared ___________________________ (name of spouse)

                                 personally known to me (or)

                                 proved to me on the basis of
                                 satisfactory evidence

to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person executed the
instrument.

         WITNESS my hand and official seal.

                                           Signature of Notary

                                      -16-
<PAGE>   18

EXHIBIT B
DISTRIBUTION PRIOR TO PAYMENT ELIGIBILITY DATE

         Pursuant to Section 7.1.2 of the Allegheny Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby elect to receive
distribution of ninety percent (90%) of my account balance under the Plan within
thirty days of the receipt of this election by the Director of Human Resources
or his or her designee of Allegheny Technologies Incorporated.

         I understand and acknowledge that as a result of this election:

         1. The balance of my account under the Plan not distributed to me shall
be forfeited to Allegheny Technologies Incorporated;

         2. I shall be prohibited from participating in the Plan for the balance
of the Plan Year in which this distribution is made and the following Plan Year;

         3. Any deferral elections previously made pursuant to Article 4 of the
Plan shall cease to be effective; and

         4. The pre-distribution death benefit provided under the Plan shall
cease to be available to my beneficiary following this distribution. If I resume
participation in the Plan to the extent permitted by the Plan in accordance with
paragraph 2 above, my beneficiary may again be eligible to receive a death
benefit under the Plan but such death benefit shall be computed only with
respect to allocations to my account under the Plan following such distribution
and prior to my date of death.

Date                                       Signature



                                           Printed Name

                                           Received by Allegheny Technologies
                                           Incorporated

                                           on

                                           by


                                      -17-
<PAGE>   19

EXHIBIT C
ELECTION OF FORM OF DISTRIBUTION

         Pursuant to Section 7.2.3 of the Allegheny Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby notify Allegheny
Technologies Incorporated that instead of receiving distribution of my Account
balance under the Plan in sixty quarterly installments, I hereby elect that my
Account balance under the Plan be paid to me in one of the following forms:

                           forty quarterly installments;

                           twenty quarterly installments; or

                           a single lump sum.

         I understand that in order for this election to be effective:

         1. This notice must be received by Allegheny Technologies Incorporated,
c/o the Director of Human Resources or his or her designee, 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222-5479, at least one year prior to my Payment
Eligibility Date; and

         2. My Payment Eligibility Date, as that term is defined in the Plan,
must occur on or after the date as of which I commence to receive a benefit
under a pension plan maintained by Allegheny Technologies Incorporated or a
subsidiary, the date as of which I commence to receive disability benefits under
the long-term disability plan of Allegheny Technologies Incorporated or a
subsidiary, or, if I am not entitled to benefits under the long-term disability
plan of Allegheny Technologies Incorporated or a subsidiary, the date the
Administrative Committee of the Plan determines is the first date I satisfy the
definition of disability set forth in such disability plan.

Date                                       Signature

                                           Printed Name

Received by Allegheny Technologies
   Incorporated

                                           on

                                           by

                                      -18-