<PAGE>   1
                                                                   Exhibit 10.8





                       ALLEGHENY TECHNOLOGIES INCORPORATED
                            BENEFIT RESTORATION PLAN



<PAGE>   2



                                     PURPOSE

                  The purpose of the Allegheny Technologies Incorporated Benefit
Restoration Plan is to provide certain corporate employees of Allegheny
Technologies Incorporated and salaried employees of its wholly owned subsidiary,
Allegheny Ludlum Corporation ("Allegheny Ludlum"), who participate in the RSP
(as defined below) with benefits and retirement income equal to that which they
would have received (i) but for the limitations imposed on plans which are
qualified within the meaning of Section 401(a) of the Code by Sections
401(a)(17), 401(k), 401(m), 402(g) or 415 of the Internal Revenue Code of 1986,
as amended, and (ii) but for participation in the Allegheny Technologies
Incorporated Executive Deferred Compensation Plan (the "Executive Deferred
Compensation Plan"), by supplementing, on an unfunded basis, amounts payable
under such qualified plans with amounts paid under this Plan.

                  Allegheny Ludlum sponsored this Benefit Restoration Plan for
several years with regard to its defined benefit plan and such arrangements are
set forth herein as the Defined Benefit Portion. However, in 1989, due to
changes in Allegheny Ludlum's benefit focus and, in light of the effects of then
recent federal legislation, Allegheny Ludlum amended this Plan by adding the
Defined Contribution Portion effective January 1, 1989.

                  In connection with the business combination between the
Allegheny Ludlum and Teledyne, Inc. to form Allegheny Technologies Incorporated,
formerly known as Allegheny Teledyne Incorporated ("Allegheny Technologies"),
certain employees of Allegheny Ludlum and Teledyne, Inc. were transferred to a
payroll of Allegheny Technologies to perform various management and corporate
staff functions. All former employees of Teledyne, Inc. who transferred to
Allegheny Technologies' payroll began to participate in the RSP and former
Teledyne, Inc. employees ceased to accrue benefits under any defined benefit
plan. Such transferred employees were made participants in this Plan effective
upon the business combination.

                  In addition, effective January 1, 1999, employees covered by
this Plan were included in a group of employees permitted to participate in the
Allegheny Technologies Incorporated Executive Deferred Compensation Plan under
which eligible employees may defer all or any portion (subject to certain income
and payroll tax limitations) of their compensation. Accordingly, effective
January 1, 1999 this Plan was amended to restore to employees making deferrals
under the Executive Deferred Compensation Plan amounts lost and/or foregone as
RSP contributions.

                             ARTICLE I. DEFINITIONS

                  1.01 "Administrator" shall mean the person or committee
appointed by the Board for such purpose under Article VI.

                  1.02 "ALPS" shall mean the Allegheny Ludlum Planned Savings
Plan and, except as otherwise noted to the contrary, the S and S Plan (in each
case predecessor plans to the RSP) as in effect prior to the merger of the ALPS
and the Allegheny Ludlum Corporation Retirement Security Plan.

                  1.03 "Code" shall mean the Internal Revenue Code of 1986, as
the same shall be amended from time to time.


                                       2
<PAGE>   3

                  1.04 "Corporation" shall mean Allegheny Technologies
Incorporated.

                  1.05 "DCP" shall mean the Allegheny Technologies Executive
Deferred Compensation Plan.

                  1.06 "Defined Contribution Portion" shall mean that portion of
this Plan which relates to the restoration of aggregate benefits under the RSP
or, for events prior to the merger of the ALPS and RSP, ALPS or an S and S Plan.

                  1.07 "Employee" shall mean any employee of the Corporation and
employees of Allegheny Ludlum Corporation and employees of Teledyne, Inc.
assigned to the corporate offices of Allegheny Technologies Incorporated.

                  1.08 "Limitations" shall mean any limitation, with respect to
a qualified plan, within the meaning of Section 401(a) of the Code, on the
amount of contributions or the accrual or payment of benefits to or on behalf of
a Participant as imposed under Section 401(a)(17), Section 401(k), Section
401(m), Section 402(g), Section 415 and/or under any other Section of the Code
hereinafter adopted which shall be the successor of any of them or have the
effect of any of them.

                  1.09 "Matching Contributions" shall mean the contributions
made by the Corporation under the Savings Portion (or its predecessor, ALPS)
based on a percentage of deferrals made by a Participant.

                  1.10 "Participant" shall mean any Employee who meets the
conditions for participation set forth in Article III.

                  1.11 "Pension Plan" shall mean the Allegheny Ludlum
Corporation Salaried Pension Plan and, from and after December 31, 1996, that
portion of the Allegheny Technologies Incorporated Pension Plan commonly
referred to as the Allegheny Ludlum Corporation Salaried Pension Plan.

                  1.12 "Plan" shall mean this Allegheny Technologies
Incorporated Benefit Restoration Plan, formerly known as the Allegheny Ludlum
Corporation Benefit Restoration Plan.

                  1.13 "Plans" shall mean, collectively, the applicable of ALPS,
an S and S Plan, the Pension Plan or the RSP.

                  1.14 "RSP" shall mean the Allegheny Technologies Incorporated
Retirement Savings Plan (including in such reference the Retirement Portion and
the Savings Portion).

                  1.15 "Retirement Portion" shall mean the portion of the RSP
under which the Corporation (or an affiliate which employs an Employee) makes
contributions to the Account of a Participant determined by multiplying the
amount of compensation earned by the rate of


                                       3
<PAGE>   4

corporate contributions then in effect and, for events prior to the merger of
the ALPS and the Allegheny Ludlum Retirement Savings Plan, the Allegheny Ludlum
Retirement Security Plan.

                  1.16 "S and S Plan" shall mean the applicable, if any, of the
Savings and Security Plan of the Special Materials Division or of the Tubular
Products Division.

                  1.17 "Savings Portion" shall mean the portion of the RSP under
which a Participant may defer compensation and the Corporation (or an affiliate
which employs the Employee) makes contributions based on a percentage of the
amount deferred by the Participant, and for events prior to the merger of the
ALPS and the Allegheny Ludlum Corporation Retirement Security Plan, the ALPS.

                           ARTICLE II. EFFECTIVE DATE

                  2.01 Effective Date. The Effective Date of this Plan with
respect to the Defined Benefit Portion is January 1, 1986 and with respect to
the Defined Contribution Portion (i) as it relates to the RSP and/or to the
Savings and Security Plan of the Tubular Products Division, is January 1, 1989;
(ii) as it relates to all other plans of Allegheny Ludlum Corporation, is
January 1, 1990; (iii) with regard to corporate employees of Allegheny
Technologies Incorporated (then known as Allegheny Teledyne), August 15, 1996;
and (iv) with regard to deferrals under the Allegheny Technologies Incorporated
Executive Deferred Compensation Plan (then Allegheny Teledyne), January 1, 1999.

                           ARTICLE III. PARTICIPATION

                  3.01 Group Eligible to Participate. Prior to January 1, 1998,
participation was limited to that group of highly compensated Employees who were
eligible to participate and were designated as participants in the Allegheny
Ludlum Corporation Additional Compensation Plan (or a successor plan as in
effect from time to time). Since January 1, 1998, participation is limited to
that group of highly compensated Employees eligible to participate in the Annual
Incentive Program (or a successor plan as in effect from time to time)
comparable to the Annual Incentive Plan or its successor.

                  3.02 Contributions by Participants. Participants shall not be
permitted to make contributions in any form to this Plan.

                       ARTICLE IV. DEFINED BENEFIT PORTION

                  4.01 Restoration of Pension Plan Benefits. In respect of each
Participant who participates or participated in the Pension Plan, the
Corporation agrees to pay to the Participant, without requirement for
Participant contribution upon his retirement, a retirement benefit equal to the
difference between (a) and (b):

                  (a) the maximum life annuity to which the participant would be
entitled under the Pension Plan upon his or her retirement without regard to the
Limitations; less


                                       4
<PAGE>   5

                  (b) the life annuity which is actually paid to the participant
under the Pension Plan after giving effect to the Limitations.

                  4.02 Elections and Calculations. Any election made by a
Participant pursuant to the Pension Plan relating to his benefit thereunder
shall be deemed an election hereunder and the Participant shall be deemed to
have made the same election hereunder without requirement of additional
elections. All calculations pursuant to the Defined Benefit Portion shall be
consistent with those used in determining benefits under the Pension Plan,
including, but not limited to, calculation of actuarial equivalents for optional
forms of benefits and reductions for early payment.

                  4.03 Reports. The Corporation may, but shall not be required
to, send reports from time to time to each Participant regarding the amounts to
which he is entitled under this Plan.

                  4.04 Payment of Restored Defined Benefit Portion Benefits.
When a Participant retires within the meaning of the Pension Plan or dies, the
Corporation shall pay to the Participant or his or her beneficiary, as the case
may be, the amounts determined under this Article IV in the same manner, at the
same times and frequencies and subject to the same terms and conditions (except
as set forth herein) which the Participant's benefits are paid under the Pension
Plan.

                  4.05 Special Calculation of Grandfathered Amount under Pension
Plan. In calculating the amount restored under the Defined Benefit Portion for a
Participant who meets the grandfather provisions under the Pension Plan as of
December 31, 1988, the Administrator of the Plan shall calculate the amount set
forth in Section 4.01(a) using the formula in effect at any time on or after
January 1, 1986 which produces the greatest benefit without regard to any
Limitations.

                     ARTICLE V. DEFINED CONTRIBUTION PORTION

                  5.01 Restoration of Savings Portion. The applicable, if any,
of the following amounts shall be credited to a Participant's Defined
Contribution Portion in addition to amounts under Section 5.02:

                  (a) Restoration of Deferrals for Effect of Limitations. For
each calendar year beginning on or after January 1, 1990, in the event a
Participant is deferring or contributing the maximum amount then permitted under
the Limitations and such contributed amount is less than the amount which could
be deferred or contributed by the Participant as Basic Savings under the Savings
Portion without regard to the Limitations, the Participant's Defined
Contribution Portion shall be credited with an amount equal to the difference
between (i) the amount which would have been contributed as a Corporation
matching contribution under the Savings Portion of the RSP if the Participant
was permitted to contribute 100% of Basic Savings without regard to the
Limitations and (ii) the amount actually contributed on the Participant's behalf
as matching contributions under ALPS or the Savings portion of the RSP.


                                       5
<PAGE>   6


                  (b) Restoration of Matching Contributions for Participation in
the DCP. For each calendar year beginning on or after January 1, 1999, a
Participant's Defined Contribution Portion shall be credited with an amount
equal to the amount of Matching Contributions the Participant would have
received under the Savings Portion if his or her deferrals, if any, under the
DCP were compensation for purposes of the Savings Portion and the Participant
was permitted to contribute 100% of Basic Savings with respect to deferrals
under the DCP without regard to the Limitations.

                  5.02 Restoration of Retirement Portion of the RSP. The
applicable, if any, of the following amounts shall be credited to a
Participant's Defined Contribution Portion in addition to amounts under Section
5.01:

                  (a) Restoration of Corporation Contributions for Effect of the
Limitations. For each calendar year beginning on or after January 1, 1989, a
Participant's Defined Contribution Portion shall be credited with the amount
equal to the difference, if any, between (i) the amount which would have been
allocated to his or her account under the Retirement Portion (at the rate of
Corporation contributions to the Retirement Portion then in effect) without
regard to the Limitations and (ii) the amount actually allocated to his or her
Account under the Retirement Portion.

                  (b) Restoration of Corporation Contributions for Deferrals
under the DCP. For each calendar year beginning on or after January 1, 1999, a
Participant's Defined Contribution Portion shall be credited with an amount
equal to the difference, if any, between (i) the amount which would have been
allocated to his or her Account under the Retirement Portion (at the rate of
Corporation contributions to the Retirement Portion then in effect) if the
Participant's deferrals under the DCP, if any, were compensation for purposes of
the Retirement Portion and (ii) the amount actually allocated to his or her
Account under the Retirement Portion, provided, however, compensation amounts
taken into account under Section 5.02(a) shall not be taken into account a
second time under this Section 5.02(b).

                  5.03 Earnings. Balances in Participant's Defined Contribution
Portion shall be credited with earnings as of the last day of each calendar year
at the rate then in effect under the Fixed Income Fund under the RSP.

                  5.04 Accounting. The Administrator shall establish on its
records, for bookkeeping purposes, an account for each Participant receiving
credits under this Deferred Contribution Portion to record the amount credited
as contributions under Section 5.01 and/or 5.02 and earnings, if any, pursuant
to Section 5.03. The Administrator shall post any contributions to such
bookkeeping account within thirty (30) days of the date a contribution would
have been made to the appropriate of the Plans under this Article V. The
Administrator shall respond to any inquiry of any Participant concerning the
status of his account within thirty (30) days of receipt thereof.

                  5.05 No Withdrawals or Loans. No withdrawals of or loans
against any balance under the Plan may be made at any time by a Participant.


                                       6
<PAGE>   7

                  5.06 Payment of Restored Defined Contribution Portion Benefit.

                  (a) Death. In the event of a Participant's death, his then
balance in his or her Defined Contribution Portion (including any Corporation
contributions for such calendar year pursuant to Section 5.01 and/or Section
5.02, whether or not then actually made, net of withholding of applicable
federal, state and local taxes) shall be distributed in a single cash payment to
his beneficiary designated pursuant to the ALPS Plan or RSP, as applicable, as
soon as administratively feasible after the Administrator receives notice of
such death.

                  (b) Disability, Retirement or Other Severance from Service. In
the event of the Participant's Disability, Retirement or other severance from
service, his then balance in his or her Defined Contribution Portion (including
Corporation contributions for such calendar year pursuant to Section 5.01 and/or
Section 5.02, whether or not then actually made, net of withholding or
applicable federal, state and local income tax) shall be distributed in a single
cash payment to him as soon as administratively feasible after the Administrator
receives notice of such event; provided, however, with the consent of the
Administrator, the Participant may elect to receive such amount at a later time
and/or in a different form of payment.

                           ARTICLE VI. ADMINISTRATION

                  6.01 Administration. The Plan shall be administered by the
Administrator appointed for such purpose by the Board who shall have the power
and duty to interpret the Plan and to make such rules and regulations as the
Administrator, in its discretion, shall deem appropriate. The Administrator may
retain such experts, consultants, or advisors as it, in its discretion deems
necessary or appropriate to the administration of the Plan and/or may delegate
to Allegheny Technologies Incorporated or to employees of Allegheny Technologies
Incorporated such duties as it may deem necessary or appropriate. Any
determination of the Administrator shall be final, conclusive and binding for
all parties.

                     ARTICLE VII. AMENDMENT AND TERMINATION

                  7.01 Amendment and Termination. Allegheny Technologies
Incorporated shall have the right to amend or terminate this Plan at any time;
provided that no amendment shall be made which would have the effect of
decreasing the amount payable to any Participants hereunder.

                            ARTICLE VIII. ASSIGNMENT

                  8.01 Assignment. No benefit or other right under or created by
this Plan shall be assignable by any Participant or the Participant's
beneficiary by pledge or otherwise. Any attempt to assign, pledge or otherwise
dispose of or anticipate benefits under this Plan shall be void.


                                       7
<PAGE>   8



                          ARTICLE IX. BENEFITS UNFUNDED

                  9.01. Benefits Unfunded. The benefits provided under this Plan
shall be unfunded. All payments of benefits hereunder shall be made by the
Corporation from general assets and the Corporation will not be obligated to
establish any special or separate fund or make other segregation of assets to
assure the payment of any benefits hereunder. In the event the Corporation
establishes any fund or segregation, no party who is or becomes entitled to
receive amounts hereunder shall have any right to assert any claim, levy or lien
thereon or assert any right thereto unless such right is specifically set forth
in writing. The rights of any party to receive payments of any benefits
hereunder shall be no greater than the rights of an unsecured creditor of the
Corporation.

                            ARTICLE X. MISCELLANEOUS

                  10.01 Applicable Law. This Plan shall be governed by, and
construed in accordance with, the law of the Commonwealth of Pennsylvania,
except with regard to its principles of conflicts of laws or to the extent that
the law of the Commonwealth of Pennsylvania shall have been specifically
preempted by federal law.

                  10.02 Incapacity of Recipient of Benefits. If any person
entitled to receive benefits hereunder shall be physically or mentally incapable
of receiving or acknowledging receipt of any payment of benefits, the
Corporation, upon the receipt of satisfactory evidence that such incapacitated
person is so incapacitated and that another person or institution is maintaining
him or her and that no guardian or committee has been appointed for him or her,
may provide for such payment of benefits hereunder to such person or institution
maintaining him or her, and such payments so made shall be deemed for every
purpose to have been made to such incapacitated person.

                  10.03 Liability of Officers and Directors of the Corporation.
No past, present or future officer or director of the Corporation shall be
personally liable to any Participant, beneficiary or other person under any
provision of this Plan.

                  10.04 Assets Owned by the Corporation. Nothing contained
herein shall be deemed to give any Participant or his beneficiary any interest
in any specific property of the Corporation or any right except to receive such
distributions as are expressly provided for in this Plan.

                  10.05 Withholding. The payment of any benefits under this Plan
shall be net of any federal, state and local taxes which the Corporation is
required to withhold.

                  10.06 Meaning of Certain Words. As used herein any gender
shall include all other genders and the singular shall include the plural and
the plural shall include the singular in all cases where such meaning would be
appropriate. The terms "herein", "hereto", "hereunder", and the like shall be
deemed to refer to this Plan as a whole and not to any particular paragraph or
other subdivision of this Plan.



                                       8