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                                                                   Exhibit 10.22

                                     FORM OF
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                  THIS AGREEMENT ("Agreement") is made and entered into as of
this 10th day of February, 2000 (the "Effective Date"), by and among Allegheny
Technologies Incorporated, a Delaware corporation (hereinafter referred to as
the "Company"), and the individual identified on the signature page of this
Agreement (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Board of Directors of the Company (the "Board")
has approved the Company entering into this agreement providing for certain
severance protection for the Executive following a Change in Control (as
hereinafter defined);

                  WHEREAS, the Board of the Company believes that, should the
possibility of a Change in Control arise, it is imperative that the Company be
able to receive and rely upon the Executive's advice, if requested, as to the
best interests of the Company and its stockholders without concern that the
Executive might be distracted by the personal uncertainties and risks created by
the possibility of a Change in Control; and

                  WHEREAS, in addition to the Executive's regular duties, the
Executive may be called upon to assist in the assessment of a possible Change in
Control, advise management and the Board of the Company as to whether such
Change in Control would be in the best interests of the Company and its
stockholders, and to take such other actions as the Board determines to be
appropriate;

                  NOW, THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of Executive's advice
and counsel notwithstanding the possibility, threat, or occurrence of a Change
in Control, and to induce the Executive to remain in the employ of the Company,
and for good and valuable consideration and the mutual covenants set forth
herein, the Company and the Executive, intending to be legally bound, agree as
follows:

                             Article I. Definitions

         1.1 Definitions. Whenever used in this Agreement, the following terms
shall have the meanings set forth below when the initial letter of the word or
abbreviation is capitalized:

(a) "Accrued Obligations" means, as of the Effective Date of Termination, the
sum of (i) the Executive's Base Compensation through and including the Effective
Date of Termination, (ii) the amount of any bonus, incentive compensation,
deferred compensation and other cash compensation accrued by the Executive as of
the Effective Date of Termination under the terms of any such arrangement and
not then paid, including, but not limited to, AIP accrued but not

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paid for a year ending prior to the year in which occur, the Effective Date of
Termination, (iii) unused vacation time monetized at the then rate of Base
Compensation, (iv) expense reimbursements or other cash entitlements, (v)
amounts accrued under any qualified, non-qualified or supplemental employee
benefit plan, payroll practice, policy or perquisite.

(b) "AIP" means the Company's Annual Incentive Plan as it exists on the date
hereof and as it may be amended, supplemented or modified from time to time or
any successor plan.

(c) "Base Compensation" shall mean (1) the highest annual rate of base salary of
the Executive within the time period consisting of two years prior to the date
of a Change in Control and the Effective Date of Termination and (2) the AIP
bonus target for performance in the calendar year that a Change in Control
occurs or the actual AIP payment for the year immediately preceding the Change
in Control, whichever is higher.

(d) "Beneficiary" shall mean the persons or entities designated or deemed
designated by the Executive pursuant to Section 7.2 herein.

(e) "Board" shall mean the Board of Directors of the Company.

(f) For purposes hereof, the term "Cause" shall mean the Executive's conviction
of a felony, breach of a fiduciary duty involving personal profit to the
Executive or intentional failure to perform stated duties reasonably associated
with the Executive's position; provided, however, an intentional failure to
perform stated duties shall not constitute Cause unless and until the Board
provides the Executive with written notice setting forth the specific duties
that, in the Board's view, the Executive has failed to perform and the Executive
is provided a period of thirty (30) days to cure such specific failure(s) to the
reasonable satisfaction of the Board.

(g) For the purposes of this Agreement, "Change in Control" shall mean, and
shall be deemed to have occurred upon the occurrence of, any of the following
events:

                  (1) The Company acquires actual knowledge that (x) any Person,
                  other than the Company, a subsidiary, any employee benefit
                  plan(s) sponsored by the Company or a subsidiary, has acquired
                  the Beneficial Ownership, directly or indirectly, of
                  securities of the Company entitling such Person to 20% or more
                  of the Voting Power of the Company, or (y) any Person or
                  Persons agree to act together for the purpose of acquiring,
                  holding, voting or disposing of securities of the Company or
                  to act in concert or otherwise with the purpose or effect of
                  changing or influencing control of the Company, or in
                  connection with or as Beneficial Ownership, directly or
                  indirectly, of securities of the Company entitling such
                  Person(s) to 20% or more of the Voting Power of the Company;
                  or

                  (2) The completion of a Tender Offer is made to acquire
                  securities of the Company entitling the holders thereof to 20%
                  or more of the Voting Power of the Company; or

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                  (3) The occurrence of a successful solicitation subject to
                  Rule 14a-11 under the Securities Exchange Act of 1934 as
                  amended (or any successor Rule) (the "1934 Act") relating to
                  the election or removal of 50% or more of the members of the
                  Board or any class of the Board shall be made by any person
                  other than the Company or less than 51% of the members of the
                  Board (excluding vacant seats) shall be Continuing Directors;
                  or

                  (4) The occurrence of a merger, consolidation, share exchange,
                  division or sale or other disposition of assets of the Company
                  as a result of which the stockholders of the Company
                  immediately prior to such transaction shall not hold, directly
                  or indirectly, immediately following such transaction a
                  majority of the Voting Power of (i) in the case of a merger or
                  consolidation, the surviving or resulting corporation, (ii) in
                  the case of a share exchange, the acquiring corporation or
                  (iii) in the case of a division or a sale or other disposition
                  of assets, each surviving, resulting or acquiring corporation
                  which, immediately following the transaction, holds more than
                  20% of the consolidated assets of the Company immediately
                  prior to the transaction;

provided, however that (A) if securities beneficially owned by Executive are
included in determining the Beneficial Ownership of a Person referred to in
Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1
(or any similar successor filing requirement) required to be filed by the bidder
making a Tender Offer referred to in Section (ii) or (C) if Executive is a
"participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the
1934 Act in a solicitation referred to in Section (iii) then no Change of
Control with respect to Executive shall be deemed to have occurred by reason of
any such event.

                  For the purposes of Section 1(g), the following terms shall
have the following meanings:

                  (i) The term "Person" shall be used as that term is used in
                  Section 13(d) and 14(d) of the 1934 Act as in effect on the
                  Effective Date hereof.

                  (ii) "Beneficial Ownership" shall be determined as provided in
                  Rule 13d-3 under the 1934 Act as in effect on the Effective
                  Date hereof.

                  (iii) A specified percentage of "Voting Power" of a company
                  shall mean such number of the Voting Shares as shall enable
                  the holders thereof to cast such percentage of all the votes
                  which could be cast in an annual election of directors
                  (without consideration of the rights of any class of stock,
                  other than the common stock of the company, to elect directors
                  by a separate class vote); and "Voting Shares" shall mean all
                  securities of a company entitling the holders thereof to vote
                  in an annual election of directors (without consideration of
                  the rights of any class of stock, other than the common stock
                  of the company, to elect directors by a separate class vote).

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                  (iv) "Tender Offer" shall mean a tender offer or exchange
                  offer to acquire securities of the Company (other than such an
                  offer made by the Company or any subsidiary), whether or not
                  such offer is approved or opposed by the Board.

                  (v) "Continuing Directors" shall mean a director of the
                  Company who either (x) was a director of the Company on the
                  date hereof or (y) is an individual whose election, or
                  nomination for election, as a director of the Company was
                  approved by a vote of at least two-thirds of the directors
                  then still in office who were Continuing Directors (other than
                  an individual whose initial assumption of office is in
                  connection with an actual or threatened election contest
                  relating to the election of directors of the Company which
                  would be subject to Rule 14a-11 under the 1934 Act, or any
                  successor Rule).

(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(i) "Effective Date of Termination" shall mean the date on which the Executive's
employment terminates in a circumstance in which Section 2.1 provides for
Severance Benefits (as defined in Section 2.1).

(j) "Good Reason" shall mean, without the Executive's express written consent,
the occurrence of any one or more of the following:

         (1) A material diminution of the Executive's authorities, duties,
responsibilities, or status (including offices, titles, or reporting
relationships) as an employee of the Company from those in effect as of one
hundred eighty (180) days prior to the Change in Control or as of the date of
execution of this Agreement if a Change in Control occurs within one hundred
eighty (180) days of the execution of this Agreement (the "Reference Date") or
the assignment to the Executive of duties or responsibilities inconsistent with
his position as of the Reference Date, other than an insubstantial and
inadvertent act that is remedied by the Company promptly after receipt of notice
thereof given by the Executive, and other than any such alteration which is
consented to by the Executive in writing;

         (2) The Company's requiring the Executive to be based at a location in
excess of thirty-five (35) miles from the location of the Executive's principal
job location or office immediately prior to the Change in Control, except for
required travel on the Company's business to an extent substantially consistent
with the Executive's present business obligations;

         (3) A reduction in the Executive's annual salary or any material
reduction by the Company of the Executive's other compensation or benefits from
that in effect on the Reference Date or on the date of the Change in Control,
whichever is greater;

         (4) The failure of the Company to obtain an agreement satisfactory to
the Executive from any successor to the Company to assume and agree to perform
the Company's obligations under this Agreement, as contemplated in Article 5
herein; and

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         (5) Any purported termination by the Company of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 2.6 below, and for purposes of this Agreement, no
such purported termination shall be effective.

The Executive's right to terminate employment for Good Reason shall not be
affected by the Executive's (A) incapacity due to physical or mental illness or
(B) continued employment following the occurrence of any event constituting Good
Reason herein.

(k) "PSP" means the Company's Performance Share Program as it exists on the date
hereof and as it may be, amended, supplemented, or modified from time to time or
any successor plan.

(l) "SARP" means the Company's Stock Acquisition and Retention Program as it
exists on the date hereof and as it may be, amended, supplemented or modified
from time to time or any successor plan.

(m) "Severance Compensation" means ______ times Base Compensation.


                         Article II. Severance Benefits

         2.1 Right to Severance Benefits. The Executive shall be entitled to
receive from the Company severance benefits described in Section 2.2 below
(collectively, the "Severance Benefits") if a Change in Control shall occur and
within twenty-four (24) months after the Change in Control either of the
following shall occur:

                  (a)   an involuntary termination of the Executive's employment
                        with the Company without Cause; or

                  (b)   a voluntary termination of the Executive's employment
                        with the Company for Good Reason.

         2.2 Severance Benefits. In the event that the Executive becomes
entitled to receive Severance Benefits, as provided in Section 2.1, the Company
shall provide the Executive with total Severance Benefits as follows (but
subject to Sections 2.5 and 2.6):

                  (a)   The Executive shall receive a single lump sum cash
                        Severance Compensation payment within thirty (30) days
                        of the Effective Date of Termination.

                  (b)   The Executive shall receive the Accrued Obligations.

                  (c)   The Executive shall receive as AIP for the year in which
                        the termination occurs a lump sum cash payment paid
                        within thirty (30) days of the Effective Date of
                        Termination equal to that which would have been paid if
                        corporate and personal performance had achieved 120% of
                        target

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                        objectives established for the annual period in which
                        the Change in Control occurred, multiplied by a
                        fraction, the numerator of which is the number of days
                        elapsed in the current fiscal period to the Effective
                        Date of Termination, and the denominator of which is
                        365.

                  (d)   The Executive shall receive a lump sum payment paid
                        within thirty (30) days of the Effective Date of
                        Termination (in accordance with the then current PSP;
                        provided that any portion of the PSP award which would
                        have been paid in stock under the PSP is to be paid in
                        cash based on the current market value of the stock)
                        which payment will be determined based upon actual
                        performance for the number of full years of completed
                        then current PSP measurement period(s) at the time of
                        the Effective Date of Termination and for years not yet
                        completed in the then current PSP measurement period(s)
                        Executive will be assumed to have met all applicable
                        goals at 120% of performance.

                  (e)   All welfare benefits, including medical, dental, vision,
                        life and disability benefits pursuant to plans under
                        which the Executive and/or the Executive's family is
                        eligible to receive benefits and/or coverage shall be
                        continued for a period of thirty-six (36) months after
                        the Effective Date of Termination. Such benefits shall
                        be provided to the Executive at no less than the same
                        coverage level as in effect as of the date of the Change
                        in Control. The Company shall pay the full cost of such
                        continued benefits, except that the Executive shall bear
                        any portion of such cost as was required to be borne by
                        key executives of the Company generally at the date of
                        the Change in Control. Notwithstanding the foregoing,
                        the benefits described in this Section 2.2(e) may be
                        discontinued prior to the end of the periods provided in
                        this Section to the extent, but only to the extent, that
                        the Executive receives substantially similar benefits
                        from a subsequent employer. In the event any insurance
                        carrier shall refuse to provide coverage to a former
                        employee, the Company shall secure comparable coverage
                        or may self-insure the benefits if it pays such benefits
                        together with a payment to the Executive equal to the
                        federal income tax consequences of payments to a former
                        highly compensated employee from a discriminatory
                        self-insured plan.

                  (f)   The Executive shall be entitled to reimbursement for
                        actual payments made for professional outplacement
                        services or job search not to exceed $_________ in the
                        aggregate.

                  (g)   In determining the Executive's pension benefit following
                        entitlement to a Severance Benefit, the Executive shall
                        be deemed to have satisfied the age and service
                        requirements for full vesting under the Company's
                        qualified (within applicable legal parameters),
                        non-qualified and supplemental pension plans as of the
                        Effective Date of Termination such that the

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                        Executive shall be entitled to receive the full accrued
                        benefit under all such plans in effect as of the date of
                        the Change in Control, without any actuarial reduction
                        for early payment.

         2.3. Stock Options. All Company stock options previously granted to the
Executive shall be fully vested and exercisable immediately upon a Change in
Control. Such options shall be exercisable for the remainder of the term
established by the Company's stock option plan as if the options had vested in
accordance with the normal vesting schedule and the Executive had remained an
employee of the Company. Company stock acquired pursuant to any such exercise
may be sold by the Executive free of any Company restrictions, whatsoever (other
than those imposed by federal and state securities laws).

         2.4. SARP. In the event of entitlement to a Severance Benefit, all
forfeiture restrictions on all Company stock purchased by or granted to the
Executive under the Company's SARP shall lapse and all shares of restricted
stock shall vest. All of the foregoing shares may be sold by the Executive free
of any Company restrictions whatsoever (other than those imposed by federal and
state securities laws). Any promissory notes of Executive under the SARP shall
be paid off by the Executive within ninety (90) days after Executive's receipt
of the Severance Benefits.

         2.5. Termination for any Other Reason. If the Executive's employment
with the Company is terminated under any circumstances other than those set
forth in Section 2.1, including without limitation by reason of retirement,
death, disability, discharge for Cause or resignation without Good Reason, or
any termination, for any reason, that occurs prior to a Change in Control (other
than as provided below) or after twenty-four (24) months following a Change in
Control, the Executive shall have no right to receive the Severance Benefits
under this Agreement or to receive any payments in respect of this Agreement. In
such event Executive's benefits, if any, in respect of such termination shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable plans, programs, policies and practices then in
effect. Notwithstanding anything in this Agreement to the contrary, if the
Executive's employment with the Company is terminated at any time from three (3)
to eight (8) months prior to the date on which a Change in Control occurs either
(i) by the Company other than for Cause or (ii) by the Executive for Good
Reason, and it is reasonably demonstrated that termination of employment (a) was
at the request of an unrelated third party who has taken steps reasonably
calculated to effect a Change in Control, or (b) otherwise arose in connection
with or in anticipation of the Change in Control, then for all purposes of this
Agreement the termination shall be deemed to have occurred as if immediately
following a Change in Control for Good Reason and the Executive shall be
entitled to Severance Benefits as provided in Section 2.2 hereof.
Notwithstanding anything in this Agreement to the contrary, if the Executive's
employment with the Company is terminated at any time within three (3) months
prior to the date on which a Change in Control occurs either (i) by the Company
other than for Cause or (ii) by the Executive for Good Reason, such termination
shall conclusively be deemed to have occurred as if immediately following a
Change in Control for Good Reason and the Executive shall be entitled to
Severance Benefits as provided in Section 2.2. hereof.

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         2.6. Notice of Termination. Any termination by the Company for Cause or
by the Executive for Good Reason shall be communicated by Notice of Termination
to the other party. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon, and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated.

         2.7. Withholding of Taxes. The Company shall withhold from any amounts
payable under this Agreement all Federal, state, local, or other taxes that are
legally required to be withheld.

         2.8. Certain Additional Payments by the Company.

                  (a)   Notwithstanding anything in this Agreement to the
                        contrary, in the event it shall be determined that any
                        economic benefit or payment or distribution by the
                        Company to or for the benefit of the Executive, whether
                        paid or payable or distributed or distributable pursuant
                        to the terms of this Agreement or otherwise (a
                        "Payment"), would be subject to the excise tax imposed
                        by Section 4999 of the Code or any interest or penalties
                        with respect to such excise tax (such excise tax,
                        together with any such interest and penalties, are
                        hereinafter collectively referred to as the "Excise
                        Tax"), then the Executive shall be entitled to receive
                        an additional payment (a "Gross-Up-Payment") in an
                        amount such that after payment by the Executive of all
                        taxes (including any interest or penalties imposed with
                        respect to such taxes), including any Excise Tax imposed
                        upon the Gross-Up Payment, the Executive retains an
                        amount of the Gross-Up Payment equal to the Excise Tax
                        imposed upon the Payments.

                  (b)   Subject to the provisions of Section 2.8(c), all
                        determinations required to be made under this Section
                        2.8, including whether a Gross-Up Payment is required
                        and the amount of such Gross-Up Payment, shall be made
                        by the Company's regular outside independent public
                        accounting firm (the "Accounting Firm") which shall
                        provide detailed supporting calculations both to the
                        Company and the Executive within fifteen (15) business
                        days of the Effective Date of Termination, if
                        applicable, or such earlier time as is requested by the
                        Company. The initial Gross-Up Payment, if any, as
                        determined pursuant to this Section 2.8(b), shall be
                        paid to the Executive within five (5) days of the
                        receipt of the Accounting Firm's determination. If the
                        Accounting Firm determines that no Excise Tax is payable
                        by the Executive, it shall furnish the Executive with an
                        opinion that the Executive has substantial authority not
                        to report any Excise Tax or excess parachute payments on
                        Executive's federal income tax return. Any determination
                        by the Accounting Firm shall be binding upon the Company
                        and the Executive. As a result of the uncertainty in the
                        application of Section 4999 of the Code at the time of
                        the initial determination by the Accounting Firm

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                        hereunder, it is possible that Gross-Up Payments which
                        will not have been made by the Company should have been
                        made ("Underpayment"), consistent with the calculations
                        required to be made hereunder. In the event that the
                        Company exhausts its remedies pursuant to Section 2.8(c)
                        and the Executive thereafter is required to make a
                        payment of any Excise Tax, the Accounting Firm shall
                        determine the amount of the Underpayment that has
                        occurred and any such Underpayment shall be promptly
                        paid by the Company to or for the benefit of the
                        Executive.

                  (c)   The Executive shall notify the Company in writing of any
                        claim by the Internal Revenue Service that, if
                        successful, would require the payment by the Company of
                        the Gross-Up Payment. Such notification shall be given
                        as soon as practicable but no later than ten (10)
                        business days after the later of either (i) the date the
                        Executive has actual knowledge of such claim, or (ii)
                        ten (10) days after the Internal Revenue Service issues
                        to the Executive either a written report proposing
                        imposition of the Excise Tax or a statutory notice of
                        deficiency with respect thereto, and shall apprise the
                        Company of the nature of such claim and the date on
                        which such claim is requested to be paid. The Executive
                        shall not pay such claim prior to the expiration of the
                        thirty-day period following the date on which he gives
                        such notice to the Company (or such shorter period
                        ending on the date that any payment of taxes with
                        respect to such claim is due). If the Company notifies
                        the Executive in writing prior to the expiration of such
                        period that the Company desires to contest such claim,
                        the Executive shall: (i) give the Company any
                        information reasonably requested by the Company relating
                        to such claim, (ii) take such action in connection with
                        contesting such claim as the Company shall reasonably
                        request in writing from time to time, including, without
                        limitation, accepting legal representation with respect
                        to such claim by an attorney reasonably selected by the
                        Company, (iii) cooperate with the Company in good faith
                        in order effectively to contest such claim, (iv) permit
                        the Company to participate in any proceedings relating
                        to such claim; provided, however, that the Company shall
                        bear and pay directly all costs and expenses (including
                        additional interest and penalties) incurred in
                        connection with such contest and shall indemnify and
                        hold the Executive harmless, on an after-tax basis, for
                        any Excise Tax or income tax, including interest and
                        penalties with respect thereto, imposed as a result of
                        such representation and payment of costs and expenses.
                        Without limitation of the foregoing provisions of this
                        Section 2.8(c), the Company shall control all
                        proceedings taken in connection with such contest and,
                        at its sole option, may pursue or forego any and all
                        administrative appeals, proceedings, hearings and
                        conferences with the taxing authority in respect of such
                        claim and may, at its sole option, either direct the
                        Executive to request or accede to a request for an
                        extension of the statute of limitations with respect
                        only to the tax claimed, or pay the tax claimed and sue
                        for a refund or contest the claim in any

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                        permissible manner, and the Executive agrees to
                        prosecute such contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts, as the
                        Company shall determine; provided, however, that if the
                        Company directs the Executive to pay such claim and sue
                        for a refund, the Company shall advance the amount of
                        such payment to the Executive, on an interest-free basis
                        and shall indemnify and hold the Executive harmless, on
                        an after-tax basis, from any Excise Tax or income tax,
                        including interest or penalties with respect thereto,
                        imposed with respect to such advance or with respect to
                        any imputed income with respect to such advance; and
                        provided further that any extension of the statute of
                        limitations requested or acceded to by the Executive at
                        the Company's request and relating to payment of taxes
                        for the taxable year of the Executive with respect to
                        which such contested amount is claimed to be due is
                        limited solely to such contested amount. Furthermore,
                        the Company's control of the contest shall be limited to
                        issues with respect to which a Gross-Up Payment would be
                        payable hereunder and the Executive shall be entitled to
                        settle or contest, as the case may be, any other issue
                        raised by the Internal Revenue Service or any other
                        taxing authority.

                  (d)   If, after the receipt by the Executive of an amount
                        advanced by the Company pursuant to Section 2.8(c), the
                        Executive becomes entitled to receive any refund with
                        respect to such claim, the Executive shall (subject to
                        the Company's complying with the requirements of Section
                        2.8(c)) promptly pay to the Company the amount of such
                        refund (together with any interest paid or credited
                        thereon after taxes applicable thereto). If, after the
                        receipt by the Executive of an amount advanced by the
                        Company pursuant to Section 2.8(c), a determination is
                        made that the Executive shall not be entitled to any
                        refund with respect to such claim and the Company does
                        not notify the Executive in writing of its intent to
                        contest such denial of refund prior to the expiration of
                        thirty (30) days after such determination, then such
                        advance shall be forgiven and shall not be required to
                        be repaid and the amount of such advance shall offset,
                        to the extent thereof, the amount of Gross-Up Payment
                        required to be paid.

                  (e)   In the event that any state or municipality or
                        subdivision thereof shall subject any Payment to any
                        special tax which shall be in addition to the generally
                        applicable income tax imposed by such state,
                        municipality, or subdivision with respect to receipt of
                        such Payment, the foregoing provisions of this Section
                        2.8 shall apply, mutatis mutandis, with respect to such
                        special tax.

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                  Article III. The Company's Payment Obligation

         3.1 Payment Obligations Absolute. Except as otherwise provided in the
last sentence of Section 2.2(e), the Company's obligation to make the payments
and the arrangements provided for in this Agreement shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right that the Company may have against the Executive or any other party. All
amounts payable by the Company under this Agreement shall be paid without notice
or demand. Each and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such payment from
the Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever. Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall have no obligation to make any payment to the
Executive hereunder to the extent, but only to the extent, that such payment is
prohibited by the terms of any final order of a Federal or state court or
regulatory agency of competent jurisdiction; provided, however, that such an
order shall not affect, impair, or invalidate any provision of this Agreement
not expressly subject to such order.

         3.2 Contractual Rights to Payments and Benefits. This Agreement
establishes and vests in the Executive a contractual right to the payments and
benefits to which the Executive is entitled hereunder. Nothing herein contained
shall require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder. The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in the last sentence of Section 2.2(e).

                   Article IV. Enforcement and Legal Remedies

         4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably
consents to personal jurisdiction in any action brought in connection with this
Agreement in the United States District Court for the Western District of
Pennsylvania or any Pennsylvania court of competent jurisdiction. The parties
also consent to venue in the above forums and to the convenience of the above
forums. Any suit brought to enforce the provisions of this Agreement must be
brought in the aforementioned forums.

         4.2 Cost of Enforcement. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel in connection with the
enforcement of any or all of Executive's rights to Severance Benefits under
Section 2.2 of this Agreement, and provided that the Executive substantially
prevails in the enforcement of such rights, the Company, as applicable, shall
pay (or the Executive shall be entitled to recover from the Company, as the case
may be)

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the Executive's reasonable attorneys' fees, costs and expenses in connection
with the enforcement of Executive's rights.

                      Article V. Binding Effect; Successors

         The rights of the parties hereunder shall inure to the benefit of their
respective successors, assigns, nominees, or other legal representatives. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, reorganization, consolidation, acquisition of property or stock,
liquidation, or otherwise) to all or a significant portion of the assets of the
Company, as the case may be, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company, as the
case may be, would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement shall be
binding upon any successor in accordance with the operation of law and such
successor shall be deemed the "Company", as the case may be, for purposes of
this Agreement.

                          Article VI. Term of Agreement

         The term of this Agreement shall commence on the Effective Date and
shall continue in effect for three (3) full years (the "Term") unless further
extended as provided in this Article. The Term of this Agreement shall be
automatically and without action by either party extended for one additional
calendar month on the last business day of each calendar month so that at any
given time there are no fewer than 35 nor more than 36 months remaining unless
one party gives written notice to the other that it no longer wishes to extend
the Term of this Agreement, after which written notice, the Term shall not be
further extended except as may be provided in the following sentence. However,
in the event a Change in Control occurs during the Term, this Agreement will
remain in effect for the longer of: (i) thirty-six (36) months beyond the month
in which such Change in Control occurred; or (ii) until all obligations of the
Company hereunder have been fulfilled and all benefits required hereunder have
been paid to the Executive or other party entitled thereto.

                           Article VII. Miscellaneous

         7.1 Employment Status. Neither this Agreement nor any provision hereof
shall be deemed to create or confer upon the Executive any right to be retained
in the employ of the Company or any subsidiary or other affiliate thereof.

         7.2 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Board of Directors of the
Company. The Executive may make or change such designation at any time.

         7.3 Entire Agreement. This Agreement contains the entire understanding
of the Company and the Executive with respect to the subject matter hereof. Any
payments actually made under this Agreement in the event of the Executive's
termination of employment shall be in

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<PAGE>   13

lieu of any severance benefits payable under any severance plan, program, or
policy of the Company to which the Executive might otherwise be entitled.

         7.4 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.

         7.5 Notices. All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, to the other party,
addressed as follows:

         (a) If to the Company:

                  Allegheny Technologies Incorporated
                  1000 Six PPG Place
                  Pittsburgh, PA 15222-5479
                  Attn: Senior Vice President, General Counsel and Secretary

         (b) If to Executive, to the Executive's address set forth at the end of
this Agreement. Addresses may be changed by written notice sent to the other
party at the last recorded address of that party.

         7.6 Execution in Counterparts. The parties hereto in counterparts may
execute this Agreement, each of which shall be deemed to be original, but all
such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.

         7.7. Severability. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are for convenience of
reference and not part of the provisions hereof and shall have no force and
effect.

         7.8. Modification. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and on behalf of the Company.

         7.9. Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the Commonwealth of Pennsylvania, other than the
conflict of law provisions thereof, shall be the controlling laws in all matters
relating to this Agreement.

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<PAGE>   14


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                       ALLEGHENY TECHNOLOGIES INCORPORATED


                                       By: ____________________________________

                                       Title: Senior Vice President, General
                                              Counsel and Secretary


                                       EXECUTIVE:

                                       ________________________________________

                                       Name:
                                       Address:


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