10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From                      to                     

Commission File Number 1-12001

ALLEGHENY TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	25-1792394
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 Six PPG Place Pittsburgh, Pennsylvania	15222-5479

(Address of Principal Executive Offices) (Zip Code)

(412) 394-2800

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ    No o

     Indicate by check mark whether the Registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ    No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No þ

     At April 30, 2010, the registrant had outstanding 98,541,550 shares of its Common Stock.

ALLEGHENY TECHNOLOGIES INCORPORATED
SEC FORM 10-Q
Quarter Ended March 31, 2010

INDEX

	Page No.
PART I. — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets	1
Consolidated Statements of Income	2
Consolidated Statements of Cash Flows	3
Statements of Changes in Consolidated Equity	4
Notes to Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	29
PART II. — OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6. Exhibits	30
SIGNATURES	31
EXHIBIT INDEX	32
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Balance Sheets
(In millions, except share and per share amounts)
(Current period unaudited)

	March 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	563.5		$	708.8
Accounts receivable, net of allowances for doubtful accounts of $6.4 and $6.5 at March 31, 2010 and December 31, 2009, respectively		472.6			392.0
Inventories, net		971.1			825.5
Prepaid expenses and other current assets		83.1			71.3
Total Current Assets		2,090.3			1,997.6
Property, plant and equipment, net		1,921.3			1,907.9
Cost in excess of net assets acquired		203.9			207.8
Deferred income taxes		11.8			63.1
Other assets		175.7			169.6
Total Assets	$	4,403.0		$	4,346.0
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	396.7		$	308.6
Accrued liabilities		254.3			258.8
Deferred income taxes		8.9			23.7
Short term debt and current portion of long-term debt		32.1			33.5
Total Current Liabilities		692.0			624.6
Long-term debt		1,032.3			1,037.6
Accrued postretirement benefits		415.9			424.3
Pension liabilities		43.8			50.6
Other long-term liabilities		120.5			119.3
Total Liabilities		2,304.5			2,256.4
Equity:
ATI Stockholders’ Equity:
Preferred stock, par value $0.10: authorized- 50,000,000 shares; issued-none		—			—
Common stock, par value $0.10: authorized-500,000,000 shares; issued-102,404,256 shares at March 31, 2010 and December 31, 2009; outstanding-98,550,032 shares at March 31, 2010 and 98,070,474 shares at December 31, 2009		10.2			10.2
Additional paid-in capital		640.7			653.6
Retained earnings		2,227.2			2,230.5
Treasury stock: 3,854,224 shares at March 31, 2010 and 4,333,782 shares at December 31, 2009		(185.2	)		(208.6	)
Accumulated other comprehensive loss, net of tax		(673.4	)		(673.5	)
Total ATI stockholders’ equity		2,019.5			2,012.2
Noncontrolling interests		79.0			77.4
Total Equity		2,098.5			2,089.6
Total Liabilities and Equity	$	4,403.0		$	4,346.0

The accompanying notes are an integral part of these statements.

1

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)

	Three Months Ended
	March 31,
	2010			2009
Sales	$	899.4		$	831.6
Costs and expenses:
Cost of sales		778.0			750.9
Selling and administrative expenses		74.2			80.8
Income (loss) before interest, other income and income taxes		47.2			(0.1	)
Interest (expense) income, net		(14.6	)		0.1
Other income, net		0.4			0.3
Income before income tax provision (benefit)		33.0			0.3
Income tax provision (benefit)		13.2			(5.0	)
Net income		19.8			5.3
Less: Net income (loss) attributable to noncontrolling interests		1.6			(0.6	)
Net income attributable to ATI	$	18.2		$	5.9
Basic net income attributable to ATI per common share	$	0.19		$	0.06
Diluted net income attributable to ATI per common share	$	0.18		$	0.06
Dividends declared per common share	$	0.18		$	0.18

The accompanying notes are an integral part of these statements.

2

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)

	Three Months Ended
	March 31,
	2010			2009
Operating Activities:
Net income	$	19.8		$	5.3
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		34.6			32.3
Deferred taxes		24.8			(38.5	)
Changes in operating asset and liabilities:
Inventories		(145.6	)		141.3
Accounts receivable		(80.5	)		81.7
Accounts payable		88.1			(45.9	)
Retirement benefits		5.6			29.5
Accrued income taxes		2.0			(5.9	)
Accrued liabilities and other		(20.8	)		(30.9	)
Cash provided by (used in) operating activities		(72.0	)		168.9
Investing Activities:
Purchases of property, plant and equipment		(51.2	)		(108.6	)
Asset disposals and other		0.6			(0.6	)
Cash used in investing activities		(50.6	)		(109.2	)
Financing Activities:
Payments on long-term debt and capital leases		(5.2	)		(5.2	)
Net borrowings under credit facilities		(1.0	)		(0.4	)
Dividends paid to shareholders		(17.7	)		(17.6	)
Taxes on share-based compensation		1.1			0.3
Exercises of stock options		0.8			—
Shares repurchased for income tax withholding on share-based compensation		(0.7	)		(0.7	)
Cash used in financing activities		(22.7	)		(23.6	)
Increase (decrease) in cash and cash equivalents		(145.3	)		36.1
Cash and cash equivalents at beginning of period		708.8			469.9
Cash and cash equivalents at end of period	$	563.5		$	506.0

The accompanying notes are an integral part of these statements.

3

Allegheny Technologies Incorporated and Subsidiaries

Statements of Changes in Consolidated Equity

(In millions, except per share amounts)
(Unaudited)

	ATI Stockholders
												Accumulated
			Additional									Other						Non-
	Common		Paid-In			Retained			Treasury			Comprehensive			Comprehensive			controlling			Total
	Stock		Capital			Earnings			Stock			Income (Loss)			Income (Loss)			Interests			Equity
Balance, December 31, 2008	$	10.2	$	651.8		$	2,286.7		$	(244.8	)	$	(746.5	)	$	—		$	71.6		$	2,029.0
Net income (loss)		—		—			5.9			—			—			5.9			(0.6	)		5.3
Other comprehensive income (loss) net of tax:
Pension plans and other
postretirement benefits		—		—			—			—			0.2			0.2			—			0.2
Foreign currency translation gains (losses)		—		—			—			—			(6.0	)		(6.0	)		0.3			(5.7	)
Unrealized gains on derivatives		—		—			—			—			5.1			5.1			—			5.1
Comprehensive income (loss)		—		—			5.9			—			(0.7	)	$	5.2			(0.3	)		4.9
Cash dividends on common stock ($0.18 per share)		—		—			(17.6	)		—			—						—			(17.6	)
Employee stock plans		—		(12.4	)		(14.7	)		33.1			—						—			6.0
Balance, March 31, 2009	$	10.2	$	639.4		$	2,260.3		$	(211.7	)	$	(747.2	)				$	71.3		$	2,022.3
Balance, December 31, 2009	$	10.2	$	653.6		$	2,230.5		$	(208.6	)	$	(673.5	)	$	—		$	77.4		$	2,089.6
Net income		—		—			18.2			—			—			18.2			1.6			19.8
Other comprehensive income (loss) net of tax:
Pension plans and other
postretirement benefits		—		—			—			—			13.1			13.1			—			13.1
Foreign currency translation losses		—		—			—			—			(20.0	)		(20.0	)		—			(20.0	)
Unrealized gains on derivatives		—		—			—			—			7.0			7.0			—			7.0
Comprehensive income		—		—			18.2			—			0.1		$	18.3			1.6			19.9
Cash dividends on common stock ($0.18 per share)		—		—			(17.7	)		—			—						—			(17.7	)
Employee stock plans		—		(12.9	)		(3.8	)		23.4			—						—			6.7
Balance, March 31, 2010	$	10.2	$	640.7		$	2,227.2		$	(185.2	)	$	(673.4	)				$	79.0		$	2,098.5

The accompanying notes are an integral part of these statements.

4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1. Accounting Policies

     The interim consolidated financial statements include the accounts of Allegheny Technologies Incorporated and its subsidiaries. Unless the context requires otherwise, “Allegheny Technologies”, “ATI” and “the Company” refer to Allegheny Technologies Incorporated and its subsidiaries.

     These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2009 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for any future period. The December 31, 2009 financial information has been derived from the Company’s audited financial statements.

New Accounting Pronouncements Adopted

     In January 2010, the FASB issued changes to disclosure requirements for fair value measurements, including the amount of transfers between Level 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy and activity for recurring Level 3 measures. In addition, the changes clarify certain disclosure requirements related to the level at which fair value disclosures should be disaggregated with separate disclosures of purchases, sales, issuances and settlements, and the requirement to provide disclosures about valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Levels 2 or 3. The Company adopted the disclosure changes effective January 1, 2010, except for the disaggregated Level 3 rollforward disclosures, which will be effective for fiscal year 2011.

Note 2. Inventories

Inventories at March 31, 2010 and December 31, 2009 were as follows (in millions):

	March 31,			December 31,
	2010			2009
Raw materials and supplies	$	184.4		$	158.3
Work-in-process		799.5			673.9
Finished goods		91.5			96.1
Total inventories at current cost		1,075.4			928.3
Less allowances to reduce current cost values to LIFO basis		(102.9	)		(102.8	)
Progress payments		(1.4	)		—
Total inventories, net	$	971.1		$	825.5

     Inventories are stated at the lower of cost (last-in, first-out (“LIFO”), first-in, first-out (“FIFO”), and average cost methods) or market, less progress payments. Most of the Company’s inventory is valued utilizing the LIFO costing methodology. Inventory of the Company’s non-U.S. operations is valued using average cost or FIFO methods. The effect of using the LIFO methodology to value inventory, rather than FIFO, had no effect for the first three months of 2010 compared to a decrease to cost of sales of $27.5 million for the first three months of 2009.

5

Note 3. Property, Plant and Equipment

Property, plant and equipment at March 31, 2010 and December 31, 2009 was as follows (in millions):

	March 31,			December 31,
	2010			2009
Land	$	24.5		$	24.8
Buildings		607.7			590.6
Equipment and leasehold improvements		2,625.1			2,607.8
		3,257.3			3,223.2
Accumulated depreciation and amortization		(1,336.0	)		(1,315.3	)
Total property, plant and equipment, net	$	1,921.3		$	1,907.9

Note 4. Debt

Debt at March 31, 2010 and December 31, 2009 was as follows (in millions):

	March 31,			December 31,
	2010			2009
Allegheny Technologies 4.25% Convertible Notes due 2014	$	402.5		$	402.5
Allegheny Technologies 9.375% Notes due 2019		350.0			350.0
Allegheny Technologies 8.375% Notes due 2011, net (a)		117.8			117.9
Allegheny Ludlum 6.95% debentures due 2025		150.0			150.0
Domestic Bank Group $400 million unsecured credit agreement		—			—
Promissory note for J&L asset acquisition		15.4			20.5
Foreign credit agreements		20.7			22.1
Industrial revenue bonds, due through 2020, and other		8.0			8.1
Total short-term and long-term debt		1,064.4			1,071.1
Short-term debt and current portion of long-term debt		(32.1	)		(33.5	)
Total long-term debt	$	1,032.3		$	1,037.6

(a) Includes fair value adjustments for settled interest rate swap contracts of $1.6 million at March 31, 2010 and $1.8 million at December 31, 2009.

The Company did not borrow funds under its $400 million senior unsecured domestic credit facility during the first three months of 2010, although approximately $10 million has been utilized to support the issuance of letters of credit. The unsecured facility requires the Company to maintain a leverage ratio (consolidated total indebtedness net of cash on hand in excess of $50 million, divided by consolidated earnings before interest, taxes, depreciation and amortization, and non-cash pension expense) of not greater than 3.25, and maintain an interest coverage ratio (consolidated earnings before interest, taxes, and non-cash pension expense divided by interest expense) of not less than 2.0. For the twelve months ended March 31, 2010, the leverage ratio was 1.70, and the interest coverage ratio was 5.59.

     The Company has an additional separate credit facility for the issuance of letters of credit. As of March 31, 2010, $30 million in letters of credit was outstanding under this facility.

     In addition, STAL, the Company’s Chinese joint venture company in which ATI has a 60% interest, has a 205 million renminbi (approximately $30 million at March 31, 2010 exchange rates) revolving credit facility with a group of banks. This credit facility is supported solely by STAL’s financial capability without any guarantees from the joint venture partners. As of March 31, 2010, there were no borrowings under this credit facility, although STAL had approximately $2 million in letters of credit outstanding.

6

Note 5. Derivative Financial Instruments and Hedging

     As part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges. In general, hedge effectiveness is determined by examining the relationship between offsetting changes in fair value or cash flows attributable to the item being hedged, and the financial instrument being used for the hedge. Effectiveness is measured utilizing regression analysis and other techniques to determine whether the change in the fair market value or cash flows of the derivative exceeds the change in fair value or cash flow of the hedged item. Calculated ineffectiveness, if any, is immediately recognized on the statement of income.

     The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into and the Company is obligated to make or receive a payment equal to the net change between this fixed price and the market price at the date the contract matures.

     The majority of ATI’s products are sold utilizing raw material surcharges and index mechanisms. However, as of March 31, 2010, the Company had entered into financial hedging arrangements primarily at the request of its customers, related to firm orders, for approximately 6% of the Company’s total annual nickel requirements in 2010. A minor amount of nickel hedges extend into 2014.

     At March 31, 2010, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility included natural gas cost hedges for approximately 50% of its annual forecasted domestic requirements through 2011 and approximately 15% for 2012, and electricity hedges for Western Pennsylvania operations of approximately 35% of its forecasted on-peak and off-peak requirements for 2011 and approximately 20% for 2012.

     While the majority of the Company’s direct export sales are transacted in U.S. dollars, foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk. The Company may also enter into foreign currency forward contracts that are not designated as hedges, which are denominated in the same foreign currency in which export sales are denominated. At March 31, 2010, the outstanding financial derivatives, including both hedges and undesignated derivatives, that are used to manage the Company’s exposure to foreign currency, primarily euros, represented approximately 20% of its forecasted total international sales through 2011. In addition, the Company may also designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions.

     The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. There were no unsettled derivative financial instruments related to debt balances for the periods presented, although previously settled contracts remain a component of the recorded value of debt. See Note 4. Debt, for further information.

     The fair values of the Company’s derivative financial instruments are presented below. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data.

7

(in millions):		March 31,		December 31,
Asset derivatives	Balance sheet location	2010		2009
Derivatives designated as hedging instruments:
Nickel and other raw material contracts	Prepaid expenses and other current assets	$	24.5	$	14.9
Foreign exchange contracts	Prepaid expenses and other current assets		11.2		3.8
Natural gas contracts	Prepaid expenses and other current assets		—		0.3
Foreign exchange contracts	Other assets		5.4		3.6
Nickel and other raw material contracts	Other assets		1.4		0.5
Natural gas contracts	Other assets		—		0.3
Total derivatives designated as hedging instruments:			42.5		23.4
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Prepaid expenses and other current assets		0.6		—
Foreign exchange contracts	Other assets		3.2		—
Total derivatives not designated as hedging instruments:			3.8		—
Total asset derivatives		$	46.3	$	23.4

Liability derivatives	Balance sheet location
Derivatives designated as hedging instruments:
Natural gas contracts	Accrued liabilities	$	14.3	$	10.2
Electricity contracts	Accrued liabilities		0.5		—
Natural gas contracts	Other long-term liabilities		8.9		7.5
Foreign exchange contracts	Other long-term liabilities		0.1		—
Electricity contracts	Other long-term liabilities		1.6		—
Total liability derivatives		$	25.4	$	17.7

     For derivative financial instruments that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period results. The Company did not use fair value or net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes.

     Activity with regard to derivatives designated as cash flow hedges for the three month periods ended March 31, 2010 and March 31, 2009 was as follows (in millions):

													Amount of Gain (Loss)
							Amount of Gain (Loss)						Recognized in Income
	Amount of Gain (Loss)						Reclassified from						on Derivatives (Ineffective
	Recognized in OCI on						Accumulated OCI						Portion and Amount
	Derivatives						into Income						Excluded from
	(Effective Portion)						(Effective Portion)(a)						Effectiveness Testing)(b)
	Quarter ended						Quarter ended						Quarter ended
Derivatives in Cash Flow	March 31,						March 31,						March 31,
Hedging Relationships	2010			2009			2010			2009			2010		2009
Nickel and other raw material contracts	$	8.7		$	(0.1	)	$	2.2		$	(6.5	)	$	—	$	—
Natural gas contracts		(5.9	)		(10.0	)		(2.1	)		(4.7	)		—		—
Electricity contracts		(1.3	)		—			—			—			—		—
Foreign exchange contracts		6.7			6.2			1.1			2.1			—		0.6
Total	$	8.2		$	(3.9	)	$	1.2		$	(9.1	)	$	—	$	0.6

8

(a)	The gains (losses) reclassified from accumulated OCI into income related to the effective portion of the derivatives are presented in cost of sales.
(b)	The gains recognized in income on derivatives related to the ineffective portion and the amount excluded from effectiveness testing are presented in selling and administrative expenses.

     Assuming market prices remain constant with those rates at March 31, 2010, a gain of $12.9 million is expected to be recognized over the next 12 months.

     The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not take into account the anticipated underlying transactions. Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.

     Derivatives that are not designated as hedging instruments were as follows:

	Amount of Gain
	Recognized in Income
	on Derivatives
	Three Months Ended
Derivatives Not Designated	March 31,
as Hedging Instruments	2010		2009
Foreign exchange contracts	$	2.5	$	—

     Changes in the fair value of foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales.

     There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contained no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s derivative contracts were substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible.

Note 6. Fair Value of Financial Instruments

The estimated fair value of financial instruments at March 31, 2010 and December 31, 2009 was as follows:

	March 31, 2010				December 31, 2009
	Carrying		Estimated		Carrying		Estimated
(In millions)	Amount		Fair Value		Amount		Fair Value
Cash and cash equivalents	$	563.5	$	563.5	$	708.8	$	708.8
Derivative financial instruments:
Assets		46.3		46.3		23.4		23.4
Liabilities		25.4		25.4		17.7		17.7
Debt:
Allegheny Technologies 4.25% Convertible Notes due 2014		402.5		594.9		402.5		561.5
Allegheny Technologies 9.375% Notes due 2019		350.0		411.7		350.0		404.6
Allegheny Technologies 8.375% Notes due 2011, net (a)		117.8		123.6		117.9		129.3
Allegheny Ludlum 6.95% debentures due 2025		150.0		143.2		150.0		139.4
Promissory note for J&L asset acquisition		15.4		15.4		20.5		20.5
Foreign credit agreements		20.7		20.7		22.1		22.1
Industrial revenue bonds, due through 2020 and other		8.0		8.0		8.1		8.1

(a) Includes fair value adjustments for settled interest rate swap contracts of $1.6 million at March 31, 2010, and $1.8 million at December 31, 2009.

9

     In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

     Cash and cash equivalents: Cash fair value was determined using Level 1 information. Cash equivalent fair value was determined using Level 2 information.

     Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk.

     Short-term and long-term debt: The fair values of the Allegheny Technologies 4.25% Convertible Notes, the Allegheny Technologies 9.375% Notes, the Allegheny Technologies 8.375% Notes, and the Allegheny Ludlum 6.95% debentures were based on Level 1 information. The fair values of the other short-term and long-term debt were determined using Level 2 information.

Note 7. Pension Plans and Other Postretirement Benefits

     The Company has defined benefit pension plans and defined contribution plans covering substantially all employees. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code.

     The Company also sponsors several postretirement plans covering certain salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. For the non-collectively bargained plans, the Company maintains the right to amend or terminate the plans at its discretion.

     For the three month periods ended March 31, 2010 and 2009, the components of pension (income) expense and components of other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

10

	Three Months Ended
	March 31,
	2010			2009
Pension Benefits:
Service cost — benefits earned during the year	$	7.6		$	6.1
Interest cost on benefits earned in prior years		33.0			34.4
Expected return on plan assets		(45.4	)		(34.7	)
Amortization of prior service cost		3.4			4.1
Amortization of net actuarial loss		19.3			21.6
Total pension expense	$	17.9		$	31.5

	Three Months Ended
	March 31,
	2010			2009
Other Postretirement Benefits:
Service cost — benefits earned during the year	$	0.8		$	0.7
Interest cost on benefits earned in prior years		7.2			8.2
Expected return on plan assets		(0.4	)		(0.4	)
Amortization of prior service credit		(4.5	)		(4.8	)
Amortization of net actuarial loss		1.5			1.6
Total other postretirement benefit expense	$	4.6		$	5.3
Total retirement benefit expense — defined benefit plans	$	22.5		$	36.8

Other postretirement benefit costs for a defined contribution plan were $0.5 million for the three months ended March 31, 2009.

Note 8. Income Taxes

     Results for the first quarter 2010 included a provision for income taxes of $13.2 million, or 40% of income before tax, compared to an income tax benefit of $5.0 million for the comparable 2009 period. The first quarter 2010 included a non-recurring tax charge of $5.3 million associated with the impact of the recently-enacted Patient Protection and Affordable Care Act. This 2010 first quarter tax charge was partially offset by discrete net tax benefits of $3.7 million associated with adjustment of taxes paid in prior years, the settlement of uncertain income tax positions, and other changes. As a result of the settlements of uncertain income tax positions, the liability for unrecognized income tax benefits was reduced by $15.9 million, including $4.2 million related to interest and penalties, and deferred taxes increased $11.7 million. The 2009 first quarter benefited from a lower income tax provision due primarily to $5.1 million of discrete adjustments associated with prior years’ taxes.

11

Note 9. Business Segments

Following is certain financial information with respect to the Company’s business segments for the periods indicated (in millions):

	Three Months Ended
	March 31,
	2010			2009
Total sales:
High Performance Metals	$	315.7		$	407.0
Flat-Rolled Products		520.9			387.0
Engineered Products		89.9			75.6
		926.5			869.6
Intersegment sales:
High Performance Metals		13.4			19.1
Flat-Rolled Products		4.3			8.8
Engineered Products		9.4			10.1
		27.1			38.0
Sales to external customers:
High Performance Metals		302.3			387.9
Flat-Rolled Products		516.6			378.2
Engineered Products		80.5			65.5
	$	899.4		$	831.6
Operating Profit (Loss):
High Performance Metals	$	55.0		$	54.3
Flat-Rolled Products		31.4			7.7
Engineered Products		1.8			(6.1	)
Total operating profit		88.2			55.9
Corporate expenses		(12.3	)		(14.4	)
Interest (expense) income, net		(14.6	)		0.1
Other expense, net of gains on asset sales		(5.8	)		(4.0	)
Retirement benefit expense		(22.5	)		(37.3	)
Income before income taxes	$	33.0		$	0.3

     Retirement benefit expense represents defined benefit plan pension expense, and other postretirement benefit expense for both defined benefit and defined contribution plans. Operating profit with respect to the Company’s business segments excludes any retirement benefit expense.

     Corporate expenses for the three months ended March 31, 2010 were $12.3 million, compared to $14.4 million for the three months ended March 31, 2009. This decrease is due primarily to lower expenses associated with long-term performance-based incentive compensation programs.

     Other expense, net of gains on asset sales, primarily includes charges incurred in connection with closed operations and other non-operating income or expense. These items are presented primarily in selling and administrative expenses and in other expense in the statement of operations. These items resulted in net charges of $5.8 million for the three months ended March 31, 2010 and $4.0 million for the three months ended March 31, 2009. This increase was primarily related to greater expenses at closed operations and foreign currency losses.

12

Note 10. Per Share Information

The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts):

	Three Months Ended
	March 31,
	2010		2009
Numerator for basic and diluted net income per common share — net income attributable to ATI	$	18.2	$	5.9
Denominator:
Denominator for basic net income per common share-weighted average shares		97.4		97.2
Effect of dilutive securities:
Share-based compensation		1.3		0.6
Denominator for diluted net income per common share — adjusted weighted average shares and assumed conversions		98.7		97.8
Basic net income attributable to ATI per common share	$	0.19	$	0.06
Diluted net income attributable to ATI per common share	$	0.18	$	0.06

     Common stock that would be issuable upon the assumed conversion of the 2014 Convertible Notes and other option equivalents and contingently issuable shares were excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share for the three months ended March 31, 2010, if the effect of inclusion would have been anti-dilutive. Excluded shares for the three months ended March 31, 2010 were 9.6 million.

13

Note 11. Financial Information for Subsidiary and Guarantor Parent

     The payment obligations under the $150 million 6.95% debentures due 2025 issued by Allegheny Ludlum Corporation (the “Subsidiary”) are fully and unconditionally guaranteed by Allegheny Technologies Incorporated (the “Guarantor Parent”). In accordance with positions established by the Securities and Exchange Commission, the following financial information sets forth separately financial information with respect to the Subsidiary, the non-guarantor subsidiaries and the Guarantor Parent. The principal elimination entries eliminate investments in subsidiaries and certain intercompany balances and transactions. Investments in subsidiaries, which are eliminated in consolidation, are included in other assets on the balance sheets.

     Allegheny Technologies is the plan sponsor for the U.S. qualified defined benefit pension plan (the “Plan”) which covers certain current and former employees of the Subsidiary and the non-guarantor subsidiaries. As a result, the balance sheets presented for the Subsidiary and the non-guarantor subsidiaries do not include any Plan assets or liabilities, or the related deferred taxes. The Plan assets, liabilities and related deferred taxes and pension income or expense are recognized by the Guarantor Parent. Management and royalty fees charged to the Subsidiary and to the non-guarantor subsidiaries by the Guarantor Parent have been excluded solely for purposes of this presentation.

     Cash flows related to intercompany activity between the Guarantor Parent, the Subsidiary, and the non-guarantor subsidiaries are presented as financing activities on the condensed statements of cash flows.

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
March 31, 2010

	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	5.6	$	317.6	$	240.3	$	—		$	563.5
Accounts receivable, net		0.4		217.7		254.5		—			472.6
Inventories, net		—		280.4		690.7		—			971.1
Prepaid expenses and other current assets		14.9		11.6		56.6		—			83.1
Total current assets		20.9		827.3		1,242.1		—			2,090.3
Property, plant and equipment, net		3.4		432.1		1,485.8		—			1,921.3
Cost in excess of net assets acquired		—		112.1		91.8		—			203.9
Deferred income taxes		11.8		—		—		—			11.8
Investments in subsidiaries and other assets		3,941.5		1,474.6		1,007.7		(6,248.1	)		175.7
Total assets	$	3,977.6	$	2,846.1	$	3,827.4	$	(6,248.1	)	$	4,403.0
Liabilities and stockholders’ equity:
Accounts payable	$	2.8	$	224.7	$	169.2	$	—		$	396.7
Accrued liabilities		955.4		61.3		712.7		(1,475.1	)		254.3
Deferred income taxes		8.9		—		—		—			8.9
Short-term debt and current portion of long-term debt		—		10.5		21.6		—			32.1
Total current liabilities		967.1		296.5		903.5		(1,475.1	)		692.0
Long-term debt		870.3		356.1		5.9		(200.0	)		1,032.3
Accrued postretirement benefits		—		249.6		166.3		—			415.9
Pension liabilities		12.0		4.8		27.0		—			43.8
Other long-term liabilities		29.7		20.4		70.4		—			120.5
Total liabilities		1,879.1		927.4		1,173.1		(1,675.1	)		2,304.5
Total stockholders’ equity		2,098.5		1,918.7		2,654.3		(4,573.0	)		2,098.5
Total liabilities and stockholders’ equity	$	3,977.6	$	2,846.1	$	3,827.4	$	(6,248.1	)	$	4,403.0

14

Note 11. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations
For the three months ended March 31, 2010

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	458.8		$	440.6		$	—		$	899.4
Cost of sales		10.5			424.5			343.0			—			778.0
Selling and administrative expenses		26.2			10.0			38.0			—			74.2
Interest expense, net		(12.1	)		(2.4	)		(0.1	)		—			(14.6	)
Other income including equity in income of unconsolidated subsidiaries		81.8			1.3			1.2			(83.9	)		0.4
Income before income tax provision		33.0			23.2			60.7			(83.9	)		33.0
Income tax provision		13.2			8.3			22.0			(30.3	)		13.2
Net income		19.8			14.9			38.7			(53.6	)		19.8
Less: Net income attributable to noncontrolling interest		1.6			—			1.6			(1.6	)		1.6
Net income attributable to ATI	$	18.2		$	14.9		$	37.1		$	(52.0	)	$	18.2

Condensed Statements of Cash Flows
For the three months ended March 31, 2010

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	9.1		$	(111.9	)	$	51.3		$	(20.5	)	$	(72.0	)
Cash flows used in investing activities		—			(12.3	)		(38.3	)		—			(50.6	)
Cash flows used in financing activities		(10.5	)		(30.4	)		(2.3	)		20.5			(22.7	)
Increase (decrease) in cash and cash equivalents	$	(1.4	)	$	(154.6	)	$	10.7		$	—		$	(145.3	)

15

Note 11. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
December 31, 2009

	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	7.0	$	472.2	$	229.6	$	—		$	708.8
Accounts receivable, net		0.2		156.1		235.7		—			392.0
Inventories, net		—		159.9		665.6		—			825.5
Prepaid expenses and other current assets		16.3		7.6		47.4		—			71.3
Total current assets		23.5		795.8		1,178.3		—			1,997.6
Property, plant and equipment, net		3.6		429.7		1,474.6		—			1,907.9
Cost in excess of net assets acquired		—		112.1		95.7		—			207.8
Deferred income taxes		63.1		—		—		—			63.1
Investments in subsidiaries and other assets		3,969.0		1,422.5		999.5		(6,221.4	)		169.6
Total assets	$	4,059.2	$	2,760.1	$	3,748.1	$	(6,221.4	)	$	4,346.0
Liabilities and stockholders’ equity:
Accounts payable	$	4.5	$	135.4	$	168.7	$	—		$	308.6
Accrued liabilities		1,013.4		54.5		696.6		(1,505.7	)		258.8
Deferred income taxes		23.7		—		—		—			23.7
Short-term debt and current portion of long-term debt		—		10.5		23.0		—			33.5
Total current liabilities		1,041.6		200.4		888.3		(1,505.7	)		624.6
Long-term debt		870.4		361.3		5.9		(200.0	)		1,037.6
Accrued postretirement benefits		—		257.6		166.7		—			424.3
Pension liabilities		12.0		5.0		33.6		—			50.6
Other long-term liabilities		45.6		22.6		51.1		—			119.3
Total liabilities		1,969.6		846.9		1,145.6		(1,705.7	)		2,256.4
Total stockholders’ equity		2,089.6		1,913.2		2,602.5		(4,515.7	)		2,089.6
Total liabilities and stockholders’ equity	$	4,059.2	$	2,760.1	$	3,748.1	$	(6,221.4	)	$	4,346.0

16

Note 11. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations
For the three months ended March 31, 2009

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	354.2		$	477.4		$	—		$	831.6
Cost of sales		23.0			334.2			393.7			—			750.9
Selling and administrative expenses		32.4			9.3			39.1			—			80.8
Interest income (expense), net		2.5			(2.5	)		0.1			—			0.1
Other income including equity in income of unconsolidated subsidiaries		53.2			0.5			1.8			(55.2	)		0.3
Income before income tax provision (benefit)		0.3			8.7			46.5			(55.2	)		0.3
Income tax provision (benefit)		(5.0	)		3.8			11.7			(15.5	)		(5.0	)
Net income		5.3			4.9			34.8			(39.7	)		5.3
Less: Net income (loss) attributable to noncontrolling interest		(0.6	)		—			(0.6	)		0.6			(0.6	)
Net income attributable to ATI	$	5.9		$	4.9		$	35.4		$	(40.3	)	$	5.9

Condensed Statements of Cash Flows
For the three months ended March 31, 2009

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations		Consolidated
Cash flows provided by (used in) operating activities	$	(16.1	)	$	92.9		$	92.1		$	—	$	168.9
Cash flows used in investing activities		(0.7	)		(13.8	)		(94.7	)		—		(109.2	)
Cash flows provided by (used in) financing activities		16.6			(47.6	)		7.4			—		(23.6	)
Increase (decrease) in cash and cash equivalents	$	(0.2	)	$	31.5		$	4.8		$	—	$	36.1

Note 12. Commitments and Contingencies

     The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites.

     Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (“PRPs”). The Company expects that it will adjust its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

17

     Based on currently available information, the Company does not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the sites with which the Company is currently associated (either individually or in the aggregate) will be an amount that would be material to a decision to buy or sell the Company’s securities. Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on the Company’s financial condition or results of operations.

     At March 31, 2010, the Company’s reserves for environmental remediation obligations totaled approximately $18 million, of which $7 million was included in other current liabilities. The reserve includes estimated probable future costs of $6 million for federal Superfund and comparable state-managed sites; $7 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; $3 million for owned or controlled sites at which Company operations have been discontinued; and $2 million for sites utilized by the Company in its ongoing operations. The Company continues to evaluate whether it may be able to recover a portion of future costs for environmental liabilities from third parties.

     The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years.

     See Note 16. Commitments and Contingencies to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009 for a discussion of legal proceedings affecting the Company.

     A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial, government contract work, employment, employee benefits, taxes, environmental, health and safety, occupational disease, and stockholder matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     Allegheny Technologies is one of the largest and most diversified specialty metals producers in the world. We use innovative technologies to offer global markets a wide range of specialty metals solutions. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, zirconium, hafnium, and niobium, advanced powder alloys, stainless and specialty steel alloys, grain-oriented electrical steel, tungsten-based materials and cutting tools, carbon alloy impression die forgings, and large grey and ductile iron castings. Our specialty metals are produced in a wide range of alloys and product forms and are selected for use in applications that demand metals having exceptional hardness, toughness, strength, resistance to heat, corrosion or abrasion, or a combination of these characteristics.

Results of Operations

     We operate in three business segments: High Performance Metals, Flat-Rolled Products, and Engineered Products. These segments represented the following percentages of our total revenues and segment operating profit for the first three months of 2010 and 2009:

18

	2010						2009
				Operating						Operating
	Revenue			Profit			Revenue			Profit (Loss)
High Performance Metals		34	%		62	%		47	%		97	%
Flat-Rolled Products		57	%		36	%		45	%		14	%
Engineered Products		9	%		2	%		8	%		(11	%)

     Sales for the first quarter 2010 increased 8.2% to $899.4 million, compared to the first quarter 2009, primarily as a result of higher Flat-Rolled Products and Engineered Products shipments, higher raw material surcharges and increases in average base selling prices for certain products. Compared to the first quarter 2009, sales increased 37% in the Flat-Rolled Products segment and 23% in the Engineered Products segment but decreased 22% in the High Performance Metals segment. Direct international sales increased to 33.5% of total sales, compared to 29.4% for the comparable 2009 period.

     Compared to the fourth quarter 2009, total sales for the first quarter 2010 were 10.3% higher with increases of 18% in the Flat-Rolled Products and 24% in the Engineered Products segments but a decline of 3% in the High Performance Metals segment. Within the High Performance Metals segment, shipments of titanium and titanium alloys and nickel-based alloys increased compared to the 2009 fourth quarter. Shipments of exotic alloys were lower. Titanium product shipments, including ATI-produced products for our Uniti titanium joint venture, were 9.2 million pounds in the first three months of 2010, which compares to 6.8 million pounds in the 2009 fourth quarter.

     Demand from the global aerospace and defense, electrical energy, chemical process industry, oil and gas, and medical markets accounted for 68% of our sales for the first three months of 2010. Aerospace and defense was the largest of our markets at 25% of our sales for the first three months of 2010, with the chemical process industry and oil and gas markets representing 21% of total sales, and sales to the electrical energy market representing 18%. While we are experiencing improved demand compared to the 2009 fourth quarter, compared to the 2009 first quarter, demand from commercial aerospace continued to be impacted by airplane build schedule pushouts and reduced demand from the aeroengine aftermarket due primarily to the global recession. In the electrical energy market, demand for our grain-oriented electrical steel held up well despite reduced demand from the housing market, due to our long-term agreements with major customers. In the oil and gas market, demand was good as drill rig activity has improved and offshore and large pipeline projects remained on track. Demand for our stainless products including from the automotive market increased significantly following a period of extended destocking of inventory by customers. In the chemical process industry, demand for our exotic alloys decreased due to the timing of projects.

     Segment operating profit for the first quarter 2010 increased to $88.2 million, or 9.8% of sales, compared to $55.9 million, or 6.7% of sales, for the comparable 2009 period. While operating profit improved across all three business segments, results for the first quarter 2010 were adversely affected by idle facility, start-up and workforce reduction costs of $11.5 million primarily impacting our High Performance Metals segment. The start-up costs relate mostly to our Rowley, UT premium-titanium sponge facility. We plan to ramp production at this new facility throughout 2010 in a systematic manner. Idle facility costs relate mostly to our Albany, OR titanium sponge facility, which is positioned to be back in production when warranted by market conditions.

     The selling prices for many of our products include surcharges or indices by which we attempt to match changes in raw material costs, and in some cases energy costs, with shipments. The first three months of 2009 results were adversely impacted by approximately $65 million in out-of-phase raw material surcharges and indices due primarily to the rapid decrease in the cost of raw materials in late 2008. This was partially offset by a LIFO inventory valuation reserve benefit of $27.5 million in the 2009 first quarter. There was no change in our LIFO inventory valuation reserve in the first quarter 2010.

19

     Segment operating profit (loss) as a percentage of sales for the three month periods ended March 31, 2010 and 2009 was:

	Three Months Ended
	March 31,
	2010			2009
High Performance Metals		18.2	%		14.0	%
Flat-Rolled Products		6.1	%		2.0	%
Engineered Products		2.2	%		(9.3	%)

     Our measure of segment operating profit, which we use to analyze the performance and results of our business segments, excludes income taxes, corporate expenses, net interest income or expense, retirement benefit expense, and other costs net of gains on asset sales. We believe segment operating profit, as defined, provides an appropriate measure of controllable operating results at the business segment level.

     Income before tax for the first quarter 2010 was $33.0 million compared to $0.3 million for the first quarter 2009. In addition to the factors discussed above, income before tax benefited from a $14.8 million reduction in retirement benefit expense due primarily to higher than expected returns on pension plan assets in 2009 and the benefits resulting from our voluntary pension contributions over the past several years. This favorable reduction in retirement benefit expense was offset by an increase in net interest expense of $14.7 million primarily due to debt issuances in the second quarter 2009 and lower interest expense capitalized on strategic projects due to project completions.

     Net income attributable to ATI for the first quarter 2010 was $18.2 million, or $0.18 per share. Results included a non-recurring tax charge of $5.3 million related to the recently-enacted Patient Protection and Affordable Care Act. Excluding this non-recurring charge, net income attributable to ATI was $23.5 million, or $0.24 per share. In the first quarter 2009, we reported net income attributable to ATI of $5.9 million, or $0.06 per share.

     We continued to maintain our solid balance sheet. We ended the 2010 first three months with cash on hand of $563.5 million. Cash flow used in operations for 2010 was $72 million as investment in managed working capital of $130.2 million primarily due to improving business activity and higher raw material costs, offset increased profitability. Net debt to total capitalization was 19.9% and total debt to total capitalization was 34.5% at March 31, 2010.

     Looking ahead, in our High Performance Metals segment we expect orders for our premium-titanium alloys and nickel-based alloys from the jet engine supply chain to continue to improve and orders from the airframe supply chain to remain stable. Prices for many of these products are rising and lead times are extending. Order inquires for exotic alloys are beginning to increase and we expect shipments to improve in the second half of 2010. Orders are getting better for most products in our Flat-Rolled Products segment as we are seeing steady improvement in demand.

     We continue to believe 2010 will be a year of steady quarter-on-quarter improvement. We believe 2010 is the transition year from the global contraction of 2009 to the resumption of the secular growth trends in our key global markets. We expect to recover and grow faster than our key markets as a result of new customers and long-term agreements, the growing use of our innovative new products, our new technically advanced manufacturing capabilities, and our global focus.

High Performance Metals Segment

     Sales for the 2010 first quarter were $302.3 million, 22% lower than the first quarter 2009. Shipments decreased 12% for titanium and titanium alloys and 15% for nickel-based and specialty alloys primarily due to lower demand from the commercial aerospace market. Shipments of exotic alloys decreased 24% primarily due to the timing of projects for the chemical process industry. Average selling prices declined 16% for titanium and titanium alloys and 8% for nickel-based and specialty alloys. These average selling price decreases were primarily due to lower raw material indices for certain products as a result of lower raw material costs and a more competitive pricing environment. Average selling prices for exotic alloys increased 7% due to a favorable product mix.

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     Segment operating profit for the first quarter 2010 increased to $55.0 million, or 18.2% of sales, compared to $54.3 million, or 14.0% of sales, for the first quarter 2009. The increase in operating profit primarily resulted from a better matching of surcharges and raw material costs, and the benefits of gross cost reductions which offset lower shipments and average selling prices for most products. Operating profit for the 2009 first quarter was adversely affected by approximately $17 million from the impact of higher cost raw materials, primarily nickel and titanium, purchased in prior periods flowing through cost of sales and not being in phase with the raw material indices included in our selling prices. This was due primarily to the rapid decrease in raw material costs in late 2008 and the long manufacturing times of some of our products. In addition, first quarter 2010 operating profit was adversely affected by approximately $9.9 million of idle facility, start-up and workforce reduction costs. There was no change in our LIFO inventory valuation reserve in either the first quarter 2010 or first quarter 2009.

     Segment results benefited from $18.2 million of gross cost reductions in the first quarter 2010.

     Certain comparative information on the segment’s major products for the three months ended March 31, 2010 and 2009 is provided in the following table:

	Three Months Ended
	March 31,				%
	2010		2009		Change
Volume (000’s pounds):
Titanium mill products		6,098		6,938		(12	%)
Nickel-based and specialty alloys		8,444		9,970		(15	%)
Exotic alloys		981		1,289		(24	%)
Average prices (per pound):
Titanium mill products	$	18.82	$	22.48		(16	%)
Nickel-based and specialty alloys	$	13.53	$	14.74		(8	%)
Exotic alloys	$	60.81	$	57.08		7	%

Flat-Rolled Products Segment

     Sales for the 2010 first quarter increased to $516.6 million, 37% higher than the first quarter 2009, primarily due to higher shipments and raw material surcharges, and improved base-selling prices for stainless products. Shipments of standard stainless products (sheet and plate) increased 54% and high-value products shipments increased 18%. Average transaction prices for all products, which include surcharges, were 1% higher due to increased raw material surcharges and improved base prices for stainless products.

     Segment operating profit for the 2010 first quarter improved to $31.4 million, or 6.1% of sales, compared to $7.7 million, or 2% of sales, for the first quarter 2009 due primarily to increased shipments and higher base prices for stainless products plus a better matching of surcharges with raw material costs. Operating profit for the 2009 first quarter was adversely affected by $48 million of higher cost raw materials purchased in 2008 flowing through cost of sales and not being in phase with raw material surcharges included in selling prices. This was due primarily to the rapid decrease in raw material costs in the second half of the fourth quarter 2008 and the long manufacturing times of some of our products. This negative impact was partially offset by a $26.2 million decrease in the LIFO inventory valuation reserve in the 2009 first quarter. There was no change in our LIFO inventory valuation reserve in the first quarter 2010.

     Segment results benefited from $14.1 million in gross cost reductions in the first quarter 2010.

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     Comparative information on the segment’s products for the three months ended March 31, 2010 and 2009 is provided in the following table:

	Three Months Ended
	March 31,				%
	2010		2009		Change
Volume (000’s pounds):
High value		110,495		93,928		18	%
Standard		156,851		101,574		54	%
Total		267,346		195,502		37	%
Average prices (per lb.):
High value	$	2.59	$	2.64		(2	%)
Standard	$	1.44	$	1.21		19	%
Combined Average	$	1.92	$	1.90		1	%

Engineered Products Segment

     Sales for the 2010 first quarter increased 23% to $80.5 million, compared to $65.5 million in the 2009 first quarter. Demand for our tungsten and tungsten carbide products, forged products, and cast products improved. Segment operating profit for the first quarter 2010 was $1.8 million compared to a loss of $6.1 million in the first quarter 2009. The improvement in operating profit was primarily due to significantly increased demand and the improvement in operating costs resulting from better operating rates compared to the 2009 first quarter. There was no change in our LIFO inventory valuation reserve in the first quarter 2010. The first quarter 2009 results included a LIFO inventory valuation reserve benefit of $1.3 million primarily due to lower raw material costs. Results for the 2010 first quarter also benefited from $4.7 million of gross cost reductions.

Corporate Items

     Corporate expenses decreased to $12.3 million for the first quarter of 2010, compared to $14.4 million in the year-ago period.

     Interest expense, net of interest income, in the first quarter 2010 was $14.6 million compared to interest income of $0.1 million in the first quarter 2009. The increase in interest expense was due to debt issuances in the second quarter 2009, and lower interest expense capitalized on strategic projects due to project completions. Capitalization of interest costs on major strategic capital projects reduced interest expense by $4.0 million for the first quarter 2010 compared to $9.0 million for the comparable 2009 period.

     Other expense, net of gains on asset sales, primarily includes charges incurred in connection with closed operations and other assets, and other non-operating income or expense. These items are presented primarily in selling and administration expenses, and in other income (expense) in the statement of operations and resulted in other expense of $5.8 million for the first quarter 2010 and $4.0 million for the first quarter 2009. The changes in expenses primarily related to the recognition of foreign currency losses and legal expenses.

     Retirement benefit expense, which includes pension expense and other postretirement expense, decreased to $22.5 million in the first quarter 2010, compared to $37.3 million in the first quarter 2009. This decrease was primarily due to higher than expected returns on pension plan assets in 2009 and the benefits resulting from our voluntary pension contributions made over the last several years. For the first quarter 2010, retirement benefit expense of $15.8 million was included in cost of sales and $6.7 million was included in selling and administrative expenses. For the first quarter 2009, the amount of retirement benefit expense included in cost of sales was $27.7 million, and the amount included in selling and administrative expenses was $9.6 million.

Income Taxes

     First quarter 2010 provision for income taxes was $13.2 million, or 40% of income before tax. The first quarter 2010 included a non-recurring tax charge of $5.3 million associated with the impact of the recently-enacted Patient Protection and Affordable Care Act. As previously announced, under this new legislation the tax advantage of the subsidy to encourage companies to provide retiree prescription drug coverage has been eliminated. Although the elimination of this tax advantage under the new legislation does not take effect until 2013, the Company is required by U.S. generally accepted accounting principles to recognize the full accounting impact in the 2010 first quarter, the period in which the Act became law. Since future anticipated retiree health care liabilities and related tax subsidies are already reflected in ATI’s financial statements, the change in law resulted in a reduction of the value of the Company’s deferred tax asset related to the subsidy. This 2010 first quarter tax charge was partially offset by discrete net tax benefits of $3.7 million associated with adjustment of taxes paid in prior years, the settlement of uncertain income tax positions, and other changes. As a result of the settlements of uncertain income tax positions, the liability for unrecognized income tax benefits was reduced by $15.9 million, including $4.2 million related to interest and penalties, and deferred taxes increased $11.7 million. First quarter 2009 included an income tax benefit of $5.0 million. The 2009 first quarter benefited from a lower income tax provision due primarily to $5.1 million of discrete adjustments associated with prior years’ taxes.

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Financial Condition and Liquidity

     We believe that internally generated funds, current cash on hand, and available borrowings under existing credit lines will be adequate to meet foreseeable liquidity needs, including a substantial expansion of our production capabilities over the next few years. We did not borrow funds under our domestic senior unsecured credit facility during the first three months of 2010. However, as of March 31, 2010 approximately $10 million of this facility was utilized to support letters of credit.

     If we needed to obtain additional financing using the credit markets, the cost and the terms and conditions of such borrowings may be influenced by our credit rating. As of March 31, 2010, Moody’s Investor Service’s senior unsecured debt rating for our Company was Baa3 with a stable ratings outlook. As of March 31, 2010, Standard & Poor’s Ratings Service’s corporate credit and senior unsecured debt rating for our Company was BBB- with a stable ratings outlook. Changes in our credit rating do not impact our access to, or the cost of, our existing credit facilities.

     We have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K.

Cash Flow and Working Capital

     For the three months ended March 31, 2010, cash used in operating activities was $72.0 million as an investment of $130.2 million in managed working capital, primarily due to improving business activity and higher raw material costs, offset increased profitability. Cash used in investing activities was $50.6 million in the 2010 first quarter and consisted primarily of capital expenditures. Cash used in financing activities was $22.7 million in the 2010 first quarter comprised primarily of dividend payments of $17.7 million and debt retirements of $6.2 million. At March 31, 2010, cash and cash equivalents on hand totaled $563.5 million, a decrease of $145.3 million from year end 2009.

     As part of managing the liquidity of our business, we focus on controlling managed working capital, which is defined as gross accounts receivable and gross inventories, less accounts payable. In measuring performance in controlling this managed working capital, we exclude the effects of LIFO inventory valuation reserves, excess and obsolete inventory reserves, and reserves for uncollectible accounts receivable which, due to their nature, are managed separately. At March 31, 2010, managed working capital was 32.9% of annualized sales, compared to 34.5% of annualized sales at December 31, 2009. During the first three months of 2010 managed working capital increased by $130.2 million, to $1.2 billion. The increase in managed working capital from December 31, 2009 was due to increased accounts receivable of $78.8 million, and increased inventory of $141.7 million, partially offset by increased accounts payable of $90.3 million. While accounts receivable balances increased during first quarter 2010, days sales outstanding, which measures actual collection timing for accounts receivable, decreased compared to year end 2009. Gross inventory turns, which excludes the effect of LIFO inventory valuation reserves, were comparable to year end 2009 as increased raw material costs offset higher business activity.

The Components of managed working capital were as follows:

	March 31,			December 31,
(in millions)	2010			2009
Accounts receivable	$	472.6		$	392.0
Inventory		971.1			825.5
Accounts payable		(396.7	)		(308.6	)
Subtotal		1,047.0			908.9
Allowance for doubtful accounts		6.4			6.5
LIFO reserve		102.9			102.8
Corporate and other		35.1			43.0
Managed working capital		1,191.4			1,061.2
Annualized prior 2 months sales	$	3,623.1		$	3,076.4
Managed working capital as a % of annualized sales		32.9	%		34.5	%
Change in managed working capital from December 31, 2009	$	130.2

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Capital Expenditures

     We currently expect capital expenditures for 2010, including purchases of businesses, to be approximately $375 million, of which $51.2 million was expended in the first three months of 2010. Since 2004, we have generated approximately $2.1 billion in cash provided by operating activities and invested approximately $1.8 billion in capital projects and the acquisition of businesses. At March 31, 2010, capital expenditures since 2004 represented 56% of total property, plant and equipment before accumulated depreciation. This percentage is a significant indicator of the modern nature of the Company’s productive capacity.

     We have significantly expanded, and continue to expand, our manufacturing capabilities to meet expected intermediate and long-term increased demand from the aerospace (engine and airframe) and defense, chemical process industry, oil and gas, electrical energy, and medical markets, especially for titanium and titanium-based alloys, nickel-based alloys and superalloys, specialty alloys, and exotic alloys. These self-funded on-going strategic capital investments include:

• A new advanced specialty metals hot rolling and processing facility at our existing Brackenridge, PA site. The project is estimated to cost approximately $1.16 billion and take at least four years to complete. Engineering, permitting and site preparation are nearly completed for the facility. Our new advanced hot-rolling and processing facility is designed to be the most powerful mill in the world for production of specialty metals. It is designed to produce exceptional quality, thinner, and wider hot-rolled coils at reduced cost with shorter lead times, and require lower working capital requirements. When completed, we believe ATI’s new advanced specialty metals hot rolling and processing facility will provide unsurpassed manufacturing capability and versatility in the production of a wide range of flat-rolled specialty metals. We expect improved productivity, lower costs, and higher quality for our diversified product mix of flat-rolled specialty metals, including nickel-based and specialty alloys, titanium and titanium alloys, zirconium alloys, Precision Rolled Strip^® products, and stainless sheet and coiled plate products. It is designed to roll and process exceptional quality hot bands of up to 78.62 inches, or 2 meters, wide.

• In connection with the new advanced specialty metals hot rolling and processing facility, we are consolidating our Natrona, PA grain-oriented electrical steel melt shop into ATI’s Brackenridge, PA melt shop. This consolidation is expected to improve the overall productivity of ATI’s flat-rolled grain-oriented electrical steel and other stainless and specialty alloys, and reduce the cost of producing slabs and ingots. The investment should also result in significant reduction of particulate emissions. We expect to realize considerable cost savings from this project beginning in the second half of 2010.

• We are increasing our capacity to produce zirconium products through capital expansions of zirconium sponge production and VAR melting. This new zirconium sponge and melting capacity better positions ATI for the current and expected strong growth in demand from the nuclear electrical energy and chemical process industry markets. We believe that ATI is now the world’s largest producer of critical reactor grade zirconium sponge for the nuclear energy market.

Debt

     At March 31, 2010, we had $1,064.4 million in total outstanding debt, compared to $1,071.1 million at December 31, 2009, a decrease of $6.7 million. The decrease in debt was primarily due to scheduled debt maturity payments.

     In managing our overall capital structure, some of the measures on which we focus are net debt to total capitalization, which is the percentage of our debt, net of cash that may be available to reduce borrowings, to our total invested and borrowed capital, and total debt to total capitalization, which excludes cash balances. Net debt as a percentage of capitalization was 19.9% at March 31, 2010, compared to 15.3% at December 31, 2009. The net debt to capitalization was determined as follows:

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($ in millions)	March 31, 2010			December 31, 2009
Total debt	$	1,064.4		$	1,071.1
Less: Cash		(563.5	)		(708.8	)
Net debt	$	500.9		$	362.3
Net debt	$	500.9		$	362.3
Total ATI stockholders’ equity		2,019.5			2,012.2
Net ATI capital	$	2,520.4		$	2,374.5
Net debt to ATI capital		19.9	%		15.3	%

Total debt to capitalization decreased to 34.5% at March 31, 2010 from 34.7% December 31, 2009. Total debt to total capitalization was determined as follows:

($ in millions)	March 31, 2010			December 31, 2009
Total debt	$	1,064.4		$	1,071.1
Total ATI stockholders’ equity		2,019.5			2,012.2
Total ATI capital	$	3,083.9		$	3,083.3
Total debt to total ATI capital		34.5	%		34.7	%

     We did not borrow funds under our $400 million senior unsecured domestic credit facility during the first three months of 2010, although approximately $10 million has been utilized to support the issuance of letters of credit. The unsecured facility requires us to maintain a leverage ratio (consolidated total indebtedness net of cash on hand in excess of $50 million, divided by consolidated earnings before interest, taxes, depreciation and amortization, and non-cash pension expense) of not greater than 3.25, and maintain an interest coverage ratio (consolidated earnings before interest, taxes, and non-cash pension expense divided by interest expense) of not less than 2.0. For the twelve months ended March 31, 2010, our leverage ratio was 1.70, and our interest coverage ratio was 5.59.

     We have an additional, separate credit facility for the issuance of letters of credit. As of March 31, 2010, $30 million in letters of credit was outstanding under this facility.

     In addition, STAL, the Company’s Chinese joint venture company in which ATI has a 60% interest, has a 205 million renminbi (approximately $30 million at March 31, 2010 exchange rates) revolving credit facility with a group of banks. This credit facility is supported solely by STAL’s financial capability without any guarantees from the joint venture partners. As of March 31, 2010, there were no borrowings under this credit facility, although STAL had approximately $2 million in letters of credit outstanding.

Retirement Benefits

     At December 31, 2009, the measurement date for ERISA funding, our U.S. qualified pension defined benefit pension plan was essentially fully-funded. Based upon current regulations and actuarial studies, we are not required to make a cash contribution for 2010. However, we may elect, depending upon investment performance of the pension plan assets and other factors, to make additional voluntary cash contributions to this plan in the future.

Dividends

     A regular quarterly dividend of $0.18 per share of common stock was declared on February 25, 2010, payable on March 26, 2010 to stockholders of record at the close of business on March 11, 2010. In addition, a regular quarterly dividend of $0.18 per share of common stock was declared on May 7, 2010, payable on June 17, 2010 to stockholders of record at the close of business on May 27, 2010. The payment of dividends and the amount of such dividends depends upon matters deemed relevant by our Board of Directors, such as our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by law, credit agreements or senior securities, and other factors deemed relevant and appropriate.

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Critical Accounting Policies

Inventory

          At March 31, 2010, we had net inventory of $971.1 million. Inventories are stated at the lower of cost (last-in, first-out (LIFO), first-in, first-out (FIFO) and average cost methods) or market, less progress payments. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. Most of our inventory is valued utilizing the LIFO costing methodology. Inventory of our non-U.S. operations is valued using average cost or FIFO methods. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. The prices for many of the raw materials we use have been extremely volatile during the past four years. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a rise in raw material costs has a negative effect on our operating results, while, conversely, a fall in material costs results in a benefit to operating results. For example, in 2009, 2008 and 2007, the effect of falling raw material costs on our LIFO inventory valuation method resulted in cost of sales which were $102.8 million, $169.0 million and $92.1 million, respectively, lower than would have been recognized had we utilized the FIFO methodology to value our inventory. However, in 2006 the effect of increases in raw material costs on our LIFO inventory valuation method resulted in cost of sales which were $197.0 million higher than would have been recognized if we utilized the FIFO methodology to value our inventory. In a period of rising prices, cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold.

     Since the LIFO inventory valuation methodology is designed for annual determination, interim estimates of the annual LIFO valuation are required. We recognize the effects of the LIFO inventory valuation method on an interim basis by projecting the expected annual LIFO cost and allocating that projection to the interim quarters equally. These projections of annual LIFO inventory valuation reserve changes are updated quarterly and are evaluated based upon material, labor and overhead costs and projections for such costs at the end of the year plus projections regarding year-end inventory levels. There was no change in our LIFO inventory valuation reserve in the first quarter 2010.

     The LIFO inventory valuation methodology is not utilized by many of the companies with which we compete, including foreign competitors. As such, our results of operations may not be comparable to those of our competitors during periods of volatile material costs due, in part, to the differences between the LIFO inventory valuation method and other acceptable inventory valuation methods.

     We evaluate product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting reserve, if any, is recognized as an expense in the period that the need for the reserve is identified. At March 31, 2010, no significant reserves were required. It is our general policy to write-down to scrap value any inventory that is identified as obsolete and any inventory that has aged or has not moved in more than twelve months. In some instances this criterion is up to twenty-four months due to the longer manufacturing and distribution process for such products.

Other Critical Accounting Policies

     A summary of other significant accounting policies is discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2009.

     The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires us to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities. Significant areas of uncertainty that require judgments, estimates and assumptions include the accounting for derivatives, retirement plans, income taxes, environmental and other contingencies as well as asset impairment, inventory valuation and collectibility of accounts receivable. We use historical and other information that we consider to be relevant to make these judgments and estimates. However, actual results may differ from those estimates and assumptions that are used to prepare our financial statements.

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New Accounting Pronouncements Adopted

     In January 2010, the FASB issued changes to disclosure requirements for fair value measurements, including the amount of transfers between Level 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy and activity for recurring Level 3 measures. In addition, the changes clarify certain disclosure requirements related to the level at which fair value disclosures should be disaggregated with separate disclosures of purchases, sales, issuances and settlements, and the requirement to provide disclosures about valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Levels 2 or 3. We adopted the disclosure changes effective January 1, 2010, except for the disaggregated Level 3 rollforward disclosures, which will be effective for fiscal year 2011.

Forward-Looking and Other Statements

     From time to time, we have made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this report relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, and global supply and demand conditions and prices for our specialty metals; (b) material adverse changes in the markets we serve, including the aerospace and defense, electrical energy, chemical process industry, oil and gas, medical, automotive, construction and mining and other markets; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, including those anticipated from strategic investments, whether due to significant increases in energy, raw materials or employee benefits costs, the possibility of project cost overruns or unanticipated costs and expenses, or other factors; (d) volatility of prices and availability of supply of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings or investigations adverse to us; and (g) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2009, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     As part of our risk management strategy, we utilize derivative financial instruments, from time to time, to hedge our exposure to changes in raw material prices, energy prices, foreign currencies, and interest rates. We monitor the third-party financial institutions which are our counterparty to these financial instruments on a daily basis and diversify our transactions among counterparties to minimize exposure to any one of these entities. Fair values for derivatives were measured using exchange-traded prices for the hedged items including consideration of counterparty risk and the Company’s credit risk.

Interest Rate Risk. We attempt to maintain a reasonable balance between fixed- and floating-rate debt to keep financing costs as low as possible. At March 31, 2010, we had approximately $36 million of floating rate debt outstanding with a weighted average interest rate of approximately 1.3%. Approximately $15 million of this floating rate debt is capped at a 6% maximum interest rate. Since the interest rate on floating rate debt changes with the short-term market rate of interest, we are exposed to the risk that these interest rates may increase, raising our interest expense in situations where the interest rate is not capped. For example, a hypothetical 1% increase in the rate of interest on the $21 million of our outstanding floating rate debt not subjected to a cap would result in increased annual financing costs of approximately $0.2 million.

Volatility of Energy Prices. Energy resources markets are subject to conditions that create uncertainty in the prices and availability of energy resources. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Increases in energy costs, or changes in costs relative to energy costs paid by competitors, have and may continue to adversely affect our profitability. To the extent that these uncertainties cause

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suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition. We use approximately 8 to 10 million MMBtu’s of natural gas annually, depending upon business conditions, in the manufacture of our products. These purchases of natural gas expose us to risk of higher gas prices. For example, a hypothetical $1.00 per MMBtu increase in the price of natural gas would result in increased annual energy costs of approximately $8 to $10 million. We use several approaches to minimize any material adverse effect on our financial condition or results of operations from volatile energy prices. These approaches include incorporating an energy surcharge on many of our products and using financial derivatives to reduce exposure to energy price volatility.

     At March 31, 2010, the outstanding financial derivatives used to hedge our exposure to energy cost volatility included both natural gas and electricity hedges. For natural gas, approximately 50% of our forecasted domestic requirements are hedged through 2011, and about 15% of our domestic requirements are hedged for 2012. The net mark-to-market valuation of these outstanding natural gas hedges at March 31, 2010 was an unrealized pre-tax loss of $23.2 million, of which $14.3 million was presented in accrued liabilities on the balance sheet with the remainder included in other long-term liabilities. For the three months ended March 31, 2010, the effects of natural gas hedging activity increased cost of sales by $3.6 million. For electricity usage in our Western Pennsylvania operations, we have hedged approximately 35% of our on-peak and off-peak forecasted requirements for 2011 and approximately 20% for 2012. The net mark-to-market valuation of the electricity hedges was an unrealized pre-tax loss of $2.1 million, of which $0.5 million is presented in accrued liabilities on the balance sheet with the remainder included in other long-term liabilities. The effects of the hedging activity will be recognized in income over the designated hedge periods.

Volatility of Raw Material Prices. We use raw materials surcharge and index mechanisms to offset the impact of increased raw material costs; however, competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For example, in 2009 we used approximately 60 million pounds of nickel; therefore a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $60 million. In addition, in 2009 we also used approximately 600 million pounds of ferrous scrap in the production of our flat-rolled products and a hypothetical change of $0.01 per pound would result in increased costs of approximately $6 million. While we enter into raw materials futures contracts from time-to-time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.

     The majority of our products are sold utilizing raw material surcharges and index mechanisms. However as of March 31, 2010, we had entered into financial hedging arrangements primarily at the request of our customers related to firm orders for approximately 6% of our total annual nickel requirements through 2010. A minor amount of nickel hedges extend into 2014. Any gain or loss associated with these hedging arrangements is included in cost of sales. At March 31, 2010, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax gain of $25.9 million, comprised of $24.5 million included in prepaid expenses and other current assets and $1.4 million in other long-term assets on the balance sheet.

Foreign Currency Risk. Foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates. We sometimes purchase foreign currency forward contracts that permit us to sell specified amounts of foreign currencies expected to be received from our export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk. We may also enter into foreign currency forward contracts that are not designated as hedges, which are denominated in the same foreign currency in which export sales are denominated. At March 31, 2010, the outstanding financial derivatives, including both hedges and undesignated derivatives, that are used to manage our exposure to foreign currency, primarily euros, represented approximately 20% of our forecasted total international sales through 2011. In addition, we may also designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At March 31, 2010, the net mark-to-market valuation of the outstanding foreign currency forward contracts was an unrealized pre-tax gain of $20.3 million, of which $11.8 million is included in other current assets, $8.6 million in other long-term assets, and $0.1 million in accrued liabilities on the balance sheet.

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Item 4. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2010, and they concluded that these disclosure controls and procedures are effective.

     (b) Changes in Internal Controls

There was no change in our internal control over financial reporting identified in connection with the evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2010, conducted by our Chief Executive Officer and Chief Financial Officer, that occurred during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     A number of lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its business, including those pertaining to product liability, patent infringement, commercial, government contract work, employment, employee benefits, taxes, environmental, health and safety, occupational disease, and stockholder matters. Certain of such lawsuits, claims and proceedings are described in our Annual Report on Form 10-K for the year ended December 31, 2009, and addressed in Note 12 to the unaudited interim financial statements included herein. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

Item 1A. Risk Factors

     In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     ATI’s Board of Directors approved a share repurchase program of $500 million on November 1, 2007. Repurchases of Company common stock are made in the open market or in unsolicited or privately negotiated transactions. Share repurchases are funded from internal cash flow and cash on hand. The number of shares purchased, and the timing of the purchases, are based on several factors, including other investment opportunities, the level of cash balances, and general business conditions. No shares of common stock were purchased during the three months ended March 31, 2010. As of March 31, 2010, 6,837,000 shares of common stock had been purchased under this program at a cost of $339.5 million. There were no repurchases under this program in 2010.

     Set forth below is information regarding the Company’s stock repurchases during the period covered by this report, including shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based payments.

							Maximum Number (or
					Total Number of		Approximate Dollar
					Shares (or Units)		Value) of Shares
					Purchased as Part		(or Units) that May
	Total Number of				of Publicly		Yet Be Purchased
	Shares (or Units)		Average Price Paid		Announced Plans or		Under the Plans or
Period	Purchased		per Share (or Unit)		Programs		Programs
January 1-31, 2010		17,097	$	41.95		—	$	160,505,939
February 1-28, 2010		—		—		—		160,505,939
March 1-31, 2010		—		—		—		160,505,939
Total		17,097	$	41.95		—	$	160,505,939

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Item 6. Exhibits

(a) Exhibits

	10.1	Form of Key Executive Performance Plan Agreement dated February 24, 2010, including Key Executive Performance Plan, as amended February 24, 2010.
	10.2	Form of Total Shareholder Return Incentive Compensation Program Award Agreement effective as of January 1, 2010.
	10.3	Form of Performance/Restricted Stock Agreement dated February 24, 2010.
	10.4	2010 Annual Incentive Plan.
	10.5	Administrative Rules for the Non-Employee Director Restricted Stock Program, effective as of May 2, 2007, as amended through May 7, 2010.
	10.6	Credit Agreement, dated July 31, 2007, by and among the Company, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Lead Arranger.
	10.7	First Amendment to Credit Agreement, dated May 29, 2009, by and among ATI Funding Corporation, TDY Holdings, LLC, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent for the lenders.
	31.1	Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith).
	31.2	Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith).
	32.1	Certification pursuant to 18 U.S.C. Section 1350 (filed herewith).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALLEGHENY TECHNOLOGIES INCORPORATED
(Registrant)

Date: May 7, 2010	By	/s/ Richard J. Harshman
		Richard J. Harshman
		Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
Date: May 7, 2010	By	/s/ Dale G. Reid
		Dale G. Reid
		Vice President, Controller and Chief Accounting Officer and Treasurer (Principal Accounting Officer)

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EXHIBIT INDEX

10.1	Form of Key Executive Performance Plan Agreement dated February 24, 2010, including Key Executive Performance Plan, as amended February 24, 2010.
10.2	Form of Total Shareholder Return Incentive Compensation Program Award Agreement effective as of January 1, 2010.
10.3	Form of Performance/Restricted Stock Agreement dated February 24, 2010.
10.4	2010 Annual Incentive Plan.
10.5	Administrative Rules for the Non-Employee Director Restricted Stock Program, effective as of May 2, 2007, as amended through May 7, 2010.
10.6	Credit Agreement, dated July 31, 2007, by and among the Company, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Lead Arranger.
10.7	First Amendment to Credit Agreement, dated May 29, 2009, by and among ATI Funding Corporation, TDY Holdings, LLC, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent for the lenders.
31.1	Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a).
31.2	Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a).
32.1	Certification pursuant to 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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EX-10.1

Exhibit 10.1

KEY EXECUTIVE PERFORMANCE PLAN AGREEMENT

     This Key Executive Performance Plan Agreement (the “Agreement”) made as of the 24^th day of February, 2010 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and [NAME] the Employee”).

     WHEREAS, the Corporation sponsors and maintains the Allegheny Technologies Incorporated Key Executive Performance Plan (the “KEPP”);

     WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the Corporation and, during the KEPP Performance Period measuring calendar years 2010, 2011 and 2012 (the “2010-2012 Performance Period”) to contribute substantially to the financial performance of the Corporation and, to provide that incentive, the Corporation has awarded the Employee the opportunity to participate in the KEPP for the 2010-2012 Performance Period, subject to the terms and conditions set forth in the KEPP and in this Agreement; and

     WHEREAS, the Corporation and the Employee desire to evidence the Award of the opportunity to participate in the KEPP for the 2010-2012 Performance Period and the terms and conditions applicable thereto in this KEPP Agreement.

     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Corporation and the Employee agree as follows:

     1. KEPP Document Controls; Definitions. In the event of any conflict between the provisions of the KEPP document and this Agreement, the provisions of the KEPP document shall control. Initially capitalized terms not specifically defined in this Agreement shall have the meanings ascribed thereto under the KEPP document, which is attached hereto as Exhibit I and made a part hereof.

     2. Grant of Award for 2010-2012 Performance Period. The Corporation hereby grants an Award under KEPP to the Employee to participate in the KEPP for the 2010-2012 Performance Period. The Employee’s opportunity is measured as a multiple of his annual base salary at the rate in effect on the Date of Award, which for the Employee for the 2010-2012 Performance Period is $[SALARY] (the “Base Amount”). For each gradation of achievement of Earnings in Level 1 and/or for each gradation determined by the Personnel and Compensation Committee (the “Committee”) under Level 2, the Base Amount shall be multiplied by the designated gradation of achievement as set forth under Section 3 or as determined by the Committee under Section 4 of this Agreement.

     3. Level 1 Earnings Gradations. For the 2010-2012 Performance Period, Earnings shall be measured in aggregate income before taxes as reported by the

Corporation for calendar years 2010, 2011 and 2012. The gradations and amounts shall be as follows for the 2010-2012 Performance Period:

	Earnings (in income before taxes of
Gradation	the Corporation, in millions)
1X	$	300
2X	$	375
3X	$	450
4X	$	525
5X	$	600
6X	$	675
7X	$	750
8X	$	825
9X	$	900
10X	$	975

     No KEPP Payments will be made under Level 1 if aggregate income before taxes of the Corporation for 2010, 2011 and 2012 is less than $300 million. No KEPP payment in excess of 10X will be made if aggregate income before taxes of the Corporation for 2010, 2011 and 2012 is in excess of $975 million.

     4. Level 2 Opportunities. The Employee shall have an opportunity to receive a KEPP Payment under Level 2 in an amount determined appropriate by the Committee, in its discretion, based on the Committee’s determination of applicable factors and the Committee’s perception of the Corporation’s implementation of the Operational Goals provided to the Employee and other participants in KEPP for the 2010-2012 Performance Period.

     5. Termination of Employment. If Employee’s employment with the Corporation and all of its direct or indirect subsidiaries is terminated by either party for any reason prior to January 1, 2013 (except if such date is preceded by a Change in Control as provided in Section 6 below, including, but not limited to, the involuntary termination of the Employee’s employment with the Corporation for any reason, with or without cause, other than the Employee’s death, disability or retirement with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service (“Retirement”)), all rights of the Employee to the Award made under this Agreement shall terminate immediately and be forfeited in their entirety. Without limiting the foregoing, the Employee will not be considered for any KEPP Payment under Level 2. If the Employee dies, has a Retirement or becomes disabled during the 2010-2012 Performance Period, the Employee shall be entitled to a KEPP Payment equal to the greater of (i) a pro rata KEPP Award determined by multiplying (a) the gradation of earnings under Level 1 actually achieved by the Corporation for the 2010-2012 Performance Period by (b) the Employee’s Base Amount and then by (c) a fraction of which the numerator is the number of months beginning on January 1, 2010 and ending on the effective date of the Employee’s

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death, Disability or Retirement and the denominator is 36 and (ii) the amount reserved in the Participant Retention Achievement Bank as of the last day of the calendar year immediately preceding the date of the Employee’s death, Disability or Retirement. Any KEPP Payment due to the Employee if he becomes Disabled or has a Retirement or to the Beneficiary of the Employee if he dies shall be paid after the end of the 2010-2012 Performance Period when KEPP Payments are made to other participants in KEPP for the 2010-2012 Performance Period.

     5. Change of Control. In the event of a Change in Control, the Employee shall be entitled to receive an amount determined under Section 8.01 of the KEPP Document.

     6. Withholding. The Corporation or its direct or indirect subsidiary may withhold from amount of any KEPP Payment due to Employee all taxes, including social security taxes, which the Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to any KEPP Payment.

     7. No Right to Continued Employment; Effect on Benefit Plans. This Agreement shall not confer upon Employee any right with respect to continuance of his or her employment or other relationship, nor shall it interfere in any way with the right of the Corporation or its direct or indirect subsidiary to terminate his or her employment or other relationship at any time. Income realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for the purpose of any benefit plan, qualified or non-qualified, in which Employee may be enrolled or for which Employee may become eligible unless otherwise specifically provided for in such plan.

     8. Employee Representations. In connection with this Award, the Employee represents the following:

     (a) Employee has reviewed with Employee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. Employee understands that Employee (and not the Corporation) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

     (b) Employee has received, read and understood this Agreement and KEPP and agrees to abide by and be bound by their respective terms and conditions.

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     9. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania without regard to such Commonwealth’s principles of conflicts of laws.

     (b) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation without the consent of all parties hereto.

     (c) Entire Agreement; Amendment. This Agreement contain the entire understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified without the written consent of the Corporation and Employee.

     (d) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.

     IN WITNESS WHEREOF, the parties have executed this Key Executive Performance Plan Agreement as of the date first written above.

ALLEGHENY TECHNOLOGIES INCORPORATED

By: Name:	/s/ Jon D. Walton Jon D. Walton
Title:	Executive Vice President, Human Resources, Chief Legal and Compliance Officer

PARTICIPANT WITNESS

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Exhibit 10.1

EXHIBIT I

Allegheny Technologies Incorporated

Key Executive Performance Plan

Effective as of January 1, 2004
And as amended February 24, 2005
and as further amended on February 22, 2006
and as further amended on February 21, 2007
and as further amended on February 21, 2008
and as further amended on February 18, 2009
and as further amended on February 24, 2010

Article I. Adoption and Purpose of the Key Executive Performance Plan

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

     1.02 Purpose. The purposes of the KEPP are (i) to direct the focus of key management employees to the achievement of goals deemed necessary for the success of the Corporation, (ii) to assist the Corporation in retaining and motivating selected key management employees of the Corporation and its subsidiaries who will contribute to the success of the Corporation and (iii) to reward key management employees for the overall success of the Corporation as determined with reference to predetermined levels of Earnings of the Corporation and attainment of Operational Goals. The KEPP is intended to act as an incentive to participating key management employees to achieve long-term objectives that will inure to the benefit of all stockholders of the Corporation measured in terms of achievement of predetermined levels of Earnings of the Corporation and attainment of Operational Goals.

     1.03 Plan Document. This KEPP plan document is intended as the plan document as adopted by the Committee, which will govern all Performance Periods of the KEPP beginning in or after 2004 and after 2007 as the Incentive Plan was reapproved.

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Article II. Definitions

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

     2.01 Award means an opportunity to earn a KEPP Payment in a particular Performance Period. Each Award shall be denominated in dollars that can be earned upon attainment of predetermined Earnings thresholds (Level 1) and the maximum amount that may be paid with respect to Operational Goals before the application of Negative Discretion (Level 2).

     2.02 Award Agreement means a written agreement between the Corporation and a Participant or a written acknowledgment from the Corporation specifically setting forth the terms and conditions of a KEPP Award granted to a Participant pursuant to Article VI of this Plan.

     2.03 Board means the Board of Directors of the Corporation.

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

     2.05 Change in Control means any of the events set forth below:

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

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

          (c) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger

E-2

or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

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

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

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

     2.08 Corporation Voting Securities means the combined voting power of all outstanding voting securities of the Corporation entitled to vote generally in the election of the Board.

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

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

     2.11 Earnings means the earnings of the Corporation determined in accordance with generally accepted accounting principles, provided, however, for the 2005 through 2007, the 2006 through 2008, the 2007 through 2009, the 2008 through 2010 and the 2009 through 2011 and the 2010 through 2012 Performance Periods, Earnings shall be expressed in terms of income before taxes.

     2.12 Effective Date means January 1, 2004.

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

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     2.14 KEPP Payment means the amount actually earned by a Participant in a particular Performance Period. Each KEPP Payment shall be the sum of the amounts earned by a Participant during a Performance Period as Level 1 and Level 2 achievement or, for the 2006-2008, 2007-2009, 2008-2010, 2009-2011 and 2010-2012 Performance Period, the amount under the Participant Retention Achievement Bank under Section 8.04.

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

     2.16 Level 2 means that portion of an Award that may be earned, after application of Negative Discretion by the Committee, based on attainment of Operational Goals. The Level 2 portion of any Award shall be denominated in the maximum amount that may be earned with respect to Operational Goals prior to the application of Negative Discretion.

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

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

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

     2.20 Performance Period means a period of more than one fiscal year of the Corporation over which the attainment of Earnings and Operational Goals shall be measured.

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

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

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     2.23 Withholding Obligations means the amount of federal, state and local income and payroll taxes the Corporation determines in good faith must be withheld with respect to a KEPP Payment. Withholding Obligations may be settled by the Participant, as permitted by the Committee in its discretion, in cash, previously owned shares of common stock of the Corporation or any combination of the foregoing.

Article III. Administration

     In addition to any power reserved to the Committee under the governing documents of the Corporation, the KEPP shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the KEPP and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the KEPP, to amend or modify this Plan for the KEPP, to select, in accordance with Section 5.01 of this Plan, the persons who will be Participants hereunder, to set all Earnings thresholds and Operational Goals, to determine all performance criteria, levels of Awards and KEPP Payments payable, to determine, after review of the Corporation’s financial reports, the degree to which any threshold of Earnings has been achieved for a Performance Period with respect to the Level 1 portion of any Award, to review the attainment of Operational Goals and exercise Negative Discretion with respect to the Level 2 portion of any Award, to impose such conditions and restrictions as it determines appropriate and to take such other actions and make such other determinations in connection with the KEPP as it may deem necessary or advisable.

Article IV. Overview of KEPP

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

     4.02 Levels of Awards. KEPP Awards are granted with two levels. The first level, Level 1, is a cash bonus payment based on achievement of Earnings that the Committee has no discretion to reduce. KEPP Payments earned under Level 1 will be earned solely with reference to Earnings attained during the Performance Period. The second level, Level 2, is a cash bonus payment based on level of attainment of Operational Goals that the Committee has the Negative Discretion to reduce. The Committee’s judgment in exercising its Negative Discretion to arrive at a KEPP Payment under Level 2 is expected to be guided by the degree to which the Corporation generally or the participating key executives in particular have attained predetermined Operational Goals. The Committee is expected to review the level of attainment of Operational Goals with the Chief Executive Officer of the Corporation before exercising any Negative Discretion. For the 2006-2008, the 2007-2009 the 2008-2010, 2009-2011 and the 2010-2012 Performance Period, the Committee has established the Participant Retention Achievement Bank under Section 8.04.

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

Article V. Participation

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

Article VI. Grants under the KEPP

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

     6.02 Determination of Grants, Awards (both Level 1 and Level 2) and Performance Criteria. For each Performance Period, the Committee shall take the following actions no later than the 90^th day of the first calendar year of that Performance Period:

     (a) Identify Participants for that Performance Period.

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

     (c) Set the Earnings target(s).

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

     6.03 Termination of Employment. If a Participant terminates employment with the Corporation and each subsidiary of the Corporation during a then uncompleted Performance Period for reasons other than death, Disability or Retirement, any KEPP

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

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

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

Article VII. Determination of Achievement of Earnings and Operational Goals

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

     7.02 Determination of KEPP Payments. KEPP Payments for a particular Performance Period for a particular Participant shall be the result of adding (i) the amount earned by a particular Participant under Level 1 based on the Corporation’s actual Earnings during the Performance Period and (ii) the amount earned by a particular Participant under Level 2 based on attainment of Operational Goals and after the application, if any, by the Committee of Negative Discretion or, for the 2006-2008, for the 2007-2009, for the 2008-2010, for the 2009-2011 and for the 2010-2012 Performance Period, the Participant Retention Achievement Bank amount determined under Section 8.04.

Article VIII. Miscellaneous

     8.01 Change in Control. In the event of a Change in Control, KEPP Payments shall be determined for all then uncompleted Performance Periods as of the date of the Change in Control at the highest level Earnings for each such uncompleted Performance Period and KEPP Payments shall be delivered to the Participant as soon after the Change in Control as is administratively feasible.

     8.02 Non-Uniform Determinations. The actions and determinations of the Committee need not be uniform and may be taken or made by the Committee selectively among employees or Participants, whether or not similarly situated.

     8.03 Amendment and Termination of the Plan. The Committee shall have complete power and authority to amend or terminate this Plan at any time it is deemed necessary or appropriate. No termination or amendment of the Plan may,

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without the consent of the Participant to whom any award shall theretofore have been granted under the KEPP, adversely affect the right of such individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate.

     8.04 Participant Retention Achievement Bank. In order to retain participants designated as eligible to participate in KEPP for the 2006-2008, the 2007-2009, the 2008-2010, the 2009-2011 and the 2010-2012 Performance Period (“Banking Performance Period(s)”), for those Performance Periods, KEPP Payments will be made under this Participant Retention Achievement Bank provision if greater than the KEPP Payment otherwise due under the KEPP for the relevant Banking Performance Periods. The aggregate amount in the Participant Retention Achievement Bank shall be equal to the sum of the three amounts (none less than 0) determined as of the close of each year in the relevant Banking Performance Period by taking the amount of Earnings for that year multiplied by three and determining the Level 1 amount due for that level of achievement for the entire three year, relevant Banking Performance Period(s) and then dividing the KEPP Payment due under the foregoing clause by three. The resulting amount will be one of the three amounts added together (one for each year in the relevant Banking Performance Period) to comprise the aggregate Participant Retention Achievement Bank. The amount of the KEPP Payment due to any individual Participant for the relevant Banking Performance Period will be equal to the amount determined by multiplying the Participant Retention Achievement Bank by a fraction, the numerator of which is the Level 1 KEPP Payment due to that Participant if actual performance for the relevant Banking Performance Period was at the 1X Threshold Reference and the denominator of which is the sum of all payments due at Level 1 for 1X achievement for all Participants for the relevant Banking Performance Period.

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EX-10.2

Exhibit 10.2

TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM
AWARD AGREEMENT

Allegheny Technologies Incorporated (the “Company”) and the award recipient named below (“Participant”) enter into this Total Shareholder Return Incentive Compensation Program Agreement effective as of January 1, 2010.

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

Street Address

City/State/Zip Code

WHEREAS, the Company has adopted the Allegheny Technologies Incorporated 2007 Incentive Plan (the “Plan”) and, in accordance with the Plan, has adopted Administrative Rules for the Total Shareholder Return Incentive Compensation Program, as amended (the “TSRP”) as a portion of the Plan to (i) assist the Company retain and motivate key management employees; (ii) reward key management employees for the overall success of the Company; and (iii) provide a means of encouraging key management employees to acquire and hold shares of Company Common Stock.

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

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

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

Subject to (i) the approval of the shareholders of the Company of an amendment to the Company’s 2007 Incentive Plan increasing the number of shares available for award under the 2007 Incentive Plan and (ii) the attainment of the Performance Levels described below and to the terms and conditions of the Plan, the TSRP and the Terms and Conditions of Award attached hereto and incorporated herein by reference, by which Participant agrees to be bound, the Company awards to Participant the Award described below, with respect to the Performance Period described below:

PERFORMANCE PERIOD: January 1, 2010 through December 31, 2012

TSR TARGET AWARD: [SHARES] of Company Common Stock

[equals applicable base salary times [___]% (which is the Participant’s target award opportunity as a percent of salary) divided by $38.02 (which is the average Closing Price for the 30 trading days prior to January 1, 2010)]

PERFORMANCE LEVELS: The following table shows the performance award relationship under the TSRP for the 2010-2012 performance period:

	Outcome Relative to Peer Group TSR
	Three-Year Percentile	Percent of Target
Level of Performance	Ranking in TSR	Award Earned
Below Threshold	Below 25th percentile		0	%
Threshold	25th percentile		50	%
Target	50th percentile		100	%
Excellent	75th percentile		200	%
Outstanding	90th percentile		300	%

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

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

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

ALLEGHENY TECHNOLOGIES INCORPORATED

By: /s/ Jon D. Walton   Title: Executive Vice President, Human Resources,
Chief Legal & Compliance Officer

PARTICIPANT: WITNESS:

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TERMS AND CONDITIONS OF TSRP AWARD

Section 1: Definitions

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

“Administrative Rules” or “TSRP” shall mean the Administrative Rules for the TSRP adopted by the Committee effective January 1, 2001, as amended effective February 24, 2005 and as further amended effective February 21, 2008, as the same may be amended from time to time.

“Award” shall mean the grant of a TSR Target Award evidenced by this Award Agreement.

“Committee” means the Personnel and Compensation Committee of the Board of Directors.

“Common Stock” shall mean the common stock, $0.10 par value per share, of Allegheny Technologies Incorporated.

“Company” shall mean Allegheny Technologies Incorporated and its subsidiaries, unless the context requires otherwise.

“Disability” shall mean the total and permanent disability of Participant as determined by the Committee in its sole discretion.

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

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

“Peer Group” shall mean the corporations listed on Exhibit 1 to this Award Agreement, subject to the adjustments to such group as permitted under the Administrative Rules.

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

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

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

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

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Section 2: TSRP Award

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

Section 3: Payment

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

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

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

Section 4: Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Exhibit 1: List of Peer Companies (2010-2012 Performance Period)

Alcoa Inc.
AK Steel Holding Corp.
Brush Engineered Materials
Carpenter Technology Corp.
Castle (A M) & Co.
Commercial Metals
Gerdau Ameristeel Corp.
Kennametal Inc.
Ladish Co. Inc.
Nucor Corp.
Precision Castparts Corp.
Reliance Steel & Aluminum Co.
RTI International Metals Inc.
Schnitzer Steel Industries, Inc.
Steel Dynamics Inc.
Timken Co.
Titanium Metals Corp.
United States Steel Corp.
Universal Stainless & Alloy Products
Worthington Industries

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EX-10.3

Exhibit 10.3

PERFORMANCE/RESTRICTED STOCK AGREEMENT

     This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 24^th day of February 2010 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and [NAME] (“the Employee”).

     WHEREAS, the Corporation sponsors and maintains the Allegheny Technologies Incorporated Stock 2007 Incentive Plan (the “Incentive Plan”);

     WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the Corporation and, during such employment, to contribute substantially to the financial performance of the Corporation and, to provide that incentive, the Corporation has awarded, subject to the performance and employment restrictions described herein, the Employee an aggregate of [SHARES] of the common stock of the Corporation, $0.10 par value per share (“Common Stock”);

     WHEREAS, half of the Shares Subject to Restrictions are subject to the Corporation’s attainment of the performance requirements set forth in Paragraph 3(b) (the “Performance Criteria”); and half of the Shares Subject to Restrictions are subject to the Employee’s remaining an Employee (except in instances of death, disability or Retirement as described below) during the Restriction Period set forth in Paragraph 3(c), subject to accelerated termination of the Restriction in the event of attainment of the Performance Criteria; and

     WHEREAS, the Corporation and the Employee desire to evidence the award of the Shares Subject to Restrictions and the terms and conditions applicable thereto in this Restricted Stock Agreement.

     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Corporation and the Employee agree as follows:

     1. Grant of Shares Subject to Restrictions. The Corporation hereby grants to the Employee, as of the date first written above, the Shares Subject to Restrictions subject to the restrictions and other terms and conditions set forth herein. Simultaneously with the execution and delivery of this Agreement, the Employee shall deliver to the Corporation a stock power endorsed in blank relating to the Shares Subject to Restrictions (including in such power any increases or adjustments to the Shares Subject to Restrictions). As soon as practicable after the Date of Grant, the Corporation shall direct that the Shares Subject to Restrictions be registered in the name of and issued to the Employee and initially bearing the legend described in Paragraph 6. The Shares Subject to Restrictions and any certificate or certificates representing the Shares Subject to Restrictions shall be held in the custody of the Corporation or its designee until the expiration of the applicable Restrictions. Upon any forfeiture in accordance with Paragraph 4 of the Shares

Subject to Restrictions, the forfeited shares and any certificate or certificates representing the forfeited Shares Subject to Restrictions shall be canceled.

     2. Restrictions. Employee shall have all rights and privileges of a stockholder of the Corporation with respect to the Shares Subject to Restrictions, except that the following restrictions shall apply:

     (a) None of the Shares Subject to Restrictions may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the “Restriction Period” as defined below, except to the extent of the Corporation’s earlier attainment of the Performance Criteria, as defined below.

     (b) The Shares Subject to Restrictions are subject to forfeiture during the Restriction Period in accordance with Paragraph 4 of this Agreement.

     (c) The Shares Subject to Restrictions and any certificate representing the Shares Subject to Restrictions shall be held in custody by the Corporation or its designee until such time as either the Performance Criteria are attained or the Restriction Period shall have been completed.

     (d) Dividends paid with respect to the Shares Subject to Restrictions during the Restriction Period shall not be paid to the Employee and, instead, shall be converted into additional shares of Restricted Stock at the price at which shares of common stock of the Corporation are purchased under the Corporation’s outstanding dividend reinvestment program and on the date such purchases are made and such shares of Restricted Stock shall be additions to the shares subject to the Restrictions hereunder.

     3. Term of Restriction.

     (a) Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions shall lapse (i) with respect to half of the Shares Subject to Restrictions on the earlier of (x) February 25, 2015 if the Employee is an employee of the Corporation on February 25, 2015, unless the Employee’s cessation of employment was due to the Employee’s death, disability or Retirement (as defined below), or (y) as soon after the completion of the audit of the Corporation for the 2012 fiscal year as it may be determined that the Performance Criteria have been attained and (ii) with respect to half of the Shares Subject to Restrictions, as soon after the completion of the audit of the Corporation for the 2012 fiscal year as it may be determined that the Performance Criteria have been. With respect to the half of the Shares Subject to Restrictions subject only to the Performance Criteria, if the Corporation does not attain the Performance Criteria on or before the three year measurement period ending December 31, 2012, such half of the Shares Subject to Restrictions shall be forfeited immediately upon the completion of that three-year measurement period.

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     (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the net income of the Corporation, measured under GAAP, shall exceed $150 million, in the aggregate, for the 2010, 2011 and 2012 fiscal years of the Corporation. The period for measuring the Performance Criteria shall end as of December 31, 2012 and the Personnel and Compensation Committee shall as promptly as possible following the completion of the audit of the Corporation for the 2012 fiscal year determine whether the Performance Criteria have been met.

     (c) The period from the Date of Grant until the lapse of the applicable of the Restrictions with respect to the Shares Subject to Restrictions is the “Restriction Period” for purposes of this Agreement.

     (d) As soon as administratively practicable following the lapse of the Restrictions without a forfeiture of the applicable Shares Subject to Restrictions, and upon the satisfaction of all other applicable conditions as to such Shares Subject to Restrictions, including, but not limited to, the payment by the Employee of all applicable withholding taxes, if any, the Corporation shall deliver or cause to be delivered to the Employee shares of Common Stock, which may be in the form of a certificate or certificates for such shares, equal in number to the applicable Shares Subject to Restrictions, which shall not be subject to the transfer restrictions set forth above and shall not bear the legend described in Paragraph 6. Without limiting the foregoing, (i) if the Performance Criteria are met, all Shares Subject to Restrictions shall become non-forfeitable and such Shares or the certificate representing such non-forfeitable shares of common stock of the Corporation shall be delivered as described above and (ii) if the Performance Criteria are not met, (x) half of the Shares Subject to Restrictions shall be forfeited immediately after the end of the measurement period for such Performance Criteria and (y) the remaining half of the Shares Subject to Restrictions shall be non-forfeitable, if at all, at the end of the Restriction Period.

     4. Forfeiture of Shares Subject to Restrictions. If Employee’s employment with the Corporation and all of its direct or indirect subsidiaries is terminated by either party for any reason, including, but not limited to, the involuntary termination of the Employee’s employment with the Corporation for any reason, with or without cause, other than the Employee’s death, disability or retirement with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service (“Retirement”), (i) all rights of the Employee to the Shares Subject to Restrictions which remain subject to the Restrictions shall terminate immediately and be forfeited in their entirety, and (ii) the forfeited Shares Subject to Restrictions and any stock certificate or certificates representing the forfeited Shares Subject to Restrictions shall be canceled. If the Employee dies or becomes disabled during the Restriction Period, the Shares Subject to Restrictions will immediately vest. If the Employee retires with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service, the Employee (or the Employee’s beneficiary) shall receive the Shares Subject to Restrictions when, if and to the extent, the Restrictions lapse under Paragraph 3.

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     5. Change of Control. All Shares Subject to Restrictions shall fully vest in the event of a Change of Control as defined in the Incentive Plan.

     6. Legend. During the Restriction Period, the shares of Restricted Stock and any share certificate or certificates evidencing the Shares Subject to Restrictions shall be endorsed with the following legend (in addition to any legend required under applicable securities laws or any agreement by which the Corporation is bound):

THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BY AND BETWEEN ALLEGHENY TECHNOLOGIES INCORPORATED AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATION.

     7. Withholding. The Corporation or its direct or indirect subsidiary may withhold from the number of Shares Subject to Restrictions or from any cash amount payable hereunder or any other cash payments due to Employee all taxes, including social security taxes, which the Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to the Shares Subject to Restrictions.

     8. Adjustments to Number of Shares. Any shares issued to Employee with respect to the Shares Subject to Restrictions in the event of any change in the number of outstanding common stock of the Corporation through the declaration of a stock dividend or a stock split or combination of shares or any other similar capitalization change shall be deemed to be Shares Subject to Restrictions subject to all the terms set forth in this Agreement.

     9. No Right to Continued Employment; Effect on Benefit Plans. This Agreement shall not confer upon Employee any right with respect to continuance of his or her employment or other relationship, nor shall it interfere in any way with the right of the Corporation or its direct or indirect subsidiary to terminate his or her employment or other relationship at any time. Income realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for the purpose of any benefit plan in which Employee may be enrolled or for which Employee may become eligible unless otherwise specifically provided for in such plan.

     10. Employee Representations. In connection with the issuance of the Shares Subject to Restrictions, Employee represents the following:

     (a) Employee has reviewed with Employee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. Employee understands that Employee (and not the Corporation) shall be responsible for

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Employee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

     (b) Employee has received, read and understood this Agreement and the Incentive Plan and agrees to abide by and be bound by their respective terms and conditions.

     11. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania without regard to such Commonwealth’s principles of conflicts of laws.

     (b) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation without the consent of all parties hereto.

     (c) Entire Agreement; Amendment. This Agreement contain the entire understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified without the written consent of the Corporation and Employee.

     (d) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.

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     (e) Definitions. Initially capitalized terms not otherwise defined in this Restricted Stock Agreement shall have the meanings ascribed thereto in the Incentive Plan.

     IN WITNESS WHEREOF, the parties have executed this Shares Subject to Restrictions Agreement as of the date first written above.

ALLEGHENY TECHNOLOGIES INCORPORATED

By: Name:	/s/ Jon D. Walton Jon D. Walton
Title:	Executive Vice President, Human Resources, Chief Legal and Compliance Officer

PARTICIPANT WITNESS

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EX-10.4

Exhibit 10.4

The Annual Incentive Plan
For Year 2010

Contents	Page
At a Glance		1
What is the Annual Incentive Plan?		1
Who is Eligible for This Plan?		1
How Does the Annual Incentive Plan Work?		1
Calculation of the Annual Incentive Plan Award		2
Target Bonus Percentage		2
Performance Goals and the Target Bonus Percentage		2
2010 Performance Goals		3
How the AIP Incentive Award is Calculated When All Goals Are 100% Achieved		4
How the AIP Incentive Award is Calculated for Other Achievement Levels		5
Maximums and Minimums		5
Additional Guidelines for the Annual Incentive Plan		6
Discretionary Adjustments		6
Some Special Circumstances		6
Making Payments		6
Administration Details		7

At a Glance

What is the Annual Incentive Plan?

The Annual Incentive Plan (the “AIP” or the “Plan”) provides participants of Allegheny Technologies Incorporated (“Allegheny Technologies” or the “Company”) and its operating companies with the opportunity to earn an incentive award when certain pre-established goals are met at the corporate and operating company levels.

Who is Eligible for This Plan?

Generally, participants who have a significant impact on the Company’s operations will be eligible to participate in the Plan. Individuals eligible for participation are determined annually, based on recommendations of the operating company presidents, if applicable, and the Company’s chief executive officer and the Company’s executive vice president-human resources, with the approval of the Personnel and Compensation Committee of the Company’s Board of Directors.

How Does the Annual Incentive Plan Work?

Under the Plan, participants may earn an incentive award based on a percentage of their base salary, depending on the extent to which pre-established operating company and/or corporate performance goals have been achieved.

• For purposes of the Plan, base salary is generally the participant’s annual base salary rate as of the end of the year, excluding any commission or other incentive pay. For some special circumstances affecting the amount of base salary used in the Plan, see page 6.

• A target bonus percentage for each participant is used in calculating the incentive award and is explained on the next page.

• The target bonus percentage will be adjusted (upward or downward) based on the extent to which various performance goals are achieved.

Incentive award payments will be distributed in cash after the year-end audit is complete and the awards have been approved by the Personnel and Compensation Committee.

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Calculation of the Annual Incentive Plan Award

Target Bonus Percentage

The Plan establishes an incentive opportunity for each Plan participant, calculated as a percentage of the participant’s base salary. Each participant will be provided with an initial percentage, referred to as a “target bonus percentage.”

Generally, the target bonus percentage is the percentage of base salary that can be earned as an award under the Plan if 100% of the various performance goals are achieved. For 2010, if 100% of the performance goals are achieved, 100% of the target bonus percentage can be earned.

Generally, if there is a change in a participant’s target bonus percentage during the year, the newly adjusted target bonus percentage will be used to calculate the individual’s award for the full year. If an individual becomes a participant in AIP during the year, the individual’s award for the year will be based on a pro rata calculation.

Performance Goals and the Target Bonus Percentage

For 2010, AIP awards will be based on the extent to which the participant’s company, division or area of responsibility achieves specified levels of achievement as to:

• Operating Earnings

• Operating Cash Flow

• Manufacturing Improvements

• Safety and Environmental Compliance

• Customer Responsiveness

For business unit presidents, 65% of the goals’ overall weight will be based on the performance of the president’s operating company, and 35% of the goals’ overall weight will be based on corporate-wide performance.

For executive officers and certain other senior employees, performance will be measured completely on a corporate-wide basis.

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At the end of the year, the Company will measure actual performance against each of the pre-established objectives.

The achievements attributable to each performance goal as noted above, then will be added together, and that sum will be multiplied by: (1) the individual’s target bonus percentage, times (2) the individual’s annual base salary, to produce the amount, if any, of the incentive award for 2010.

Note that potential adjustments are described on page 6.

2010 Performance Goals

The performance goals for 2010 generally consist of:

• Operating Earnings	40	%
• Operating Cash Flow	30	%
• Manufacturing Improvements	10	%
• Safety and Environmental Compliance	10	%
• Customer Responsiveness	10	%

Targeted achievements as to each performance goal above have been established for each operating company and for corporate participants. Together the above goals comprise 100% of the target bonus percentage.

No annual incentive will be paid if the achievement of Operating Earnings is less than the established applicable minimum of Operating Earnings, notwithstanding the achievements as to the other applicable performance goals for 2010.

The AIP program allows the Personnel and Compensation Committee of the Board of Directors to exercise negative discretion to reduce payments if actual performance does not exceed performance targets.

A prerequisite to any AIP award is compliance with Allegheny Technologies’ Corporate Guidelines for Business Conduct and Ethics.

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How the AIP Incentive Award is Calculated When All Goals are 100% Achieved

For the Year 2010, if 100% of the performance goals are achieved, then 100% of the target bonus percentage will be credited to the participant:

	Goal %			Goal %			Earned % of
Goals	Target			Achieved			Target *
Operating Earnings		40	%		100	%		40	%
Operating Cash Flow		30	%		100	%		30	%
Manufacturing Improvements		10	%		100	%		10	%
Safety and Environmental Compliance		10	%		100	%		10	%
Customer Responsiveness		10	%		100	%		10	%
Total		100	%					100	%

* Earned % of Target = Goal % of Target X Goal Achieved %

In this example, assume that the participant’s target bonus percentage is 15%.

The target bonus percentage of 15% is then multiplied by 100% to produce a bonus award equal to 15% of base salary:

Earned Percentage of Target	100	%
X Target Bonus Percent	15	%
Equals Percentage of Salary for Incentive Award	15	%

The sections below discuss the impact of achieving more or less than 100% of various goals, and they also discuss the impact of other potential adjustments.

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How the AIP Incentive Award is Calculated for Other Achievement Levels

The percentage of a goal achieved will determine the earned percentage of target for that particular goal. The earned percentage of target will be extrapolated for achievement between the established minimum level and the established target level for a particular goal. Similarly, the earned percentage of target will be extrapolated for achievement between the established target level and the established maximum level for a particular goal.

Maximums and Minimums

• Generally, the maximum percentage calculated as an earned percentage of target for any goal is 200%, and the overall maximum incentive award that a participant can earn under the weighting formula is 200% of the participant’s target bonus percentage.

• Where the established minimum of a performance goal is achieved, only 50% of that goal’s share will be allocated to the participant’s target bonus percentage.

• Where less than the established minimum of a performance goal is achieved, no amount of that goal will be allocated to the participant’s target bonus percentage.

No annual incentive will be paid if the achievement of Operating Earnings is less than the established applicable minimum of Operating Earnings, notwithstanding the achievements as to the other applicable performance goals for 2010.

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Additional Guidelines for the Annual Incentive Plan

Discretionary Adjustments

The Plan allows for discretionary adjustments of up to +20% or -20% of an individual’s calculated award. However, generally, the sum of discretionary adjustments for all eligible participants cannot exceed +5% of the aggregate calculated awards.

Some Special Circumstances

The above formulas generally determine the amount of the incentive award for the year. Other factors that may affect the actual award follow:

• If a participant leaves the Company due to retirement, death, or disability, an award will be calculated based on the actual base salary earned during the year in which the manager left—so long as the participant worked at least six months of that year.

• If a participant leaves the Company before the end of the plan year for any other reason, the manager will not receive a bonus award for that year.

• If a participant voluntarily leaves the Company after the end of the year but before the award is paid, the participant would receive any bonus due unless the employment is terminated for cause. If employment is terminated for cause, the participant would not be entitled to receive an award under the Plan.

• Participant’s who are hired mid-year may earn a pro-rated award for that year, based on the salary earned during that year. However, managers with less than two months service in a plan year (i.e. hired after October 31) would not be eligible for an award for that year.

• A prerequisite to any AIP award is compliance with Allegheny Technologies’ Corporate Guidelines for Business Conduct and Ethics.

Making Payments

All incentive award payments will be paid in cash, less applicable withholding taxes, after the year-end audit is complete and payment has been considered and approved by the Personnel and Compensation Committee.

Page 6

Administration Details

This summary relates to the Annual Incentive Plan (AIP) of Allegheny Technologies Incorporated and its subsidiaries. The Plan is administered by the Personnel and Compensation Committee, which has full authority to:

• Interpret the Plan;

• Designate eligible participants and categories of eligible participants;

• Set the terms and conditions of incentive awards; and

• Establish and modify administrative rules for the Plan.

Plan participants may obtain additional information about the plan and the Committee from:

Jon D. Walton
Executive Vice President,
Human Resources, Chief Legal and Compliance Officer,
General Counsel and Secretary
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh PA 15222 5479
Phone: 412-394-2836               Fax: 412-394-2837

The Plan will remain in effect until terminated by the Personnel and Compensation Committee. The Personnel and Compensation Committee may also amend the Plan at its sole discretion.

The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is not “qualified” under Section 401(a) of the Internal Revenue Code.

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EX-10.5

Exhibit 10.5

ALLEGHENY TECHNOLOGIES INCORPORATED

2007 INCENTIVE PLAN

ADMINISTRATIVE RULES FOR THE

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PROGRAM

Effective as of May 2, 2007
As Amended through May 7, 2010

Article I. Adoption and Purpose of the Program

     1.01 Adoption. These administrative rules were initially adopted and subsequently amended by the Nominating and Governance Committee of the Board of Directors as a part of the Allegheny Technologies Incorporated 2007 Incentive Plan, as amended (the “Plan”) pursuant to the authority reserved in Section 3.1 of the Plan. This Non-Employee Director Restricted Stock Program (the “Non-Employee Director Restricted Stock Program”) is part of the Non-Employee Director Compensation Program, as adopted by the Board of Directors on December 15, 2006 and effective January 1, 2007, as amended August 1, 2008 and as further amended May 7, 2010 to address stockholder rights and as may be further amended from time to time (the “Non-Employee Director Compensation Program”) and shall be the guidelines for making certain automatic grants of Restricted Stock under Article VII of the Plan and administering the grants once made.

     1.02 Purpose. The purposes of the Non-Employee Director Restricted Stock Program are (i) to assist the Company in retaining non-employee Directors of the Company who will contribute independent judgment and business experience to the success of the Company, (ii) to provide a means of encouraging non-employee Directors to acquire and hold shares of Company Common Stock and (iii) provide an opportunity to non-employee Directors to share in the growth of the Company achieved during their respective tenures as Directors.

Article II. Definitions

     For purposes of these administrative rules, the capitalized terms set forth below shall have the following meanings. Capitalized terms used but not defined in these administrative rules shall have the same meanings as in the Plan.

     2.01 Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company specifically setting forth the terms and conditions of a Restricted Stock Award granted to a Participant pursuant to Article VI of these administrative rules, which terms and conditions may be set forth by incorporation of these administrative rules.

     2.02 Board means the Board of Directors of the Company.

     2.03 Business Day means any day on which the New York Stock Exchange shall be open for trading.

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

     2.05 Change in Control means Change in Control as defined in the Plan.

     2.06 Committee means the Nominating and Governance Committee of the Board.

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

     2.08 Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.

     2.09 Date of Grant means the Business Day as of which a Restricted Stock Award is granted in accordance with Article VI of these administrative rules.

     2.10 Disability means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

     2.11 Effective Date means May 2, 2007, upon approval by the stockholders of the Company of the Plan.

     2.12 Exchange Act means the Securities Exchange Act of 1934, as amended.

     2.13 Fair Market Value means, on any date, the average of the high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for the New York Stock Exchange Listed Companies, on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported.

     2.14 Non-Employee Director Compensation Program shall have the meaning set forth in Section 1.01 of these administrative rules.

     2.15 Non-Employee Director Restricted Stock Program shall have the meaning set forth in Section 1.01 of these administrative rules.

     2.16 Outstanding Stock means, at any time, the issued and outstanding Common Stock.

     2.17 Participant means all persons elected and qualified as non-employee Directors eligible to participate in and receive Restricted Stock Awards under Articles V and VI of these administrative rules.

     2.18 Plan means the Allegheny Technologies Incorporated 2007 Incentive Plan, as may be amended from time to time.

     2.19 Retirement means a cessation of membership on the Company’s Board of Directors for reasons other than Cause with the consent of the Board after rendering no less than one term of service as a non-employee Director.

     2.20 Restricted Period means absent a different period set forth by the Committee with respect to a Restricted Stock Award, the period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant.

     2.21 Restricted Stock means shares of Common Stock subject to the restrictions set forth in these administrative rules or in an Award Agreement.

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     2.22 Restricted Stock Award means a grant of Restricted Stock under Article VI of these administrative rules.

     2.23 Common Stock means Common Stock, par value $0.10 per share, of the Company.

     2.24 Withholding Obligations means the amount of federal, state and local income and payroll taxes if any the Company determines in good faith must be withheld with respect to the vesting of a Restricted Stock Award. Withholding Obligations may be settled by the Participant, as permitted by the Committee in its discretion, in shares of Common Stock, cash, previously owned shares of Stock or any combination of the foregoing.

Article III. Administration

In addition to any power reserved to the Committee under Article III of the Plan, the Non-Employee Director Restricted Stock Program shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the Non-Employee Director Restricted Stock Program and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the Non-Employee Director Restricted Stock Program, to modify these administrative rules for the Non-Employee Director Restricted Stock Program under and make such other determinations in connection with the Non-Employee Director Restricted Stock Program as it may deem necessary or advisable. It is the intent of these administrative rules and of the Committee in adopting these administrative rules to have the Non-Employee Director Restricted Stock Program to operate as automatically and without exercise of discretion except to the extent necessary to supplement the administrative rules.

Article IV. Stock Issuable under the Non-Employee Director Compensation Program

     4.01 Number of Shares of Stock Issuable. The Stock to be offered under the Non-Employee Director Restricted Stock Program shall be authorized and unissued Stock, or Stock which shall have been reacquired by the Company and held in its treasury.

     4.02 Shares Subject to Terminated Awards. Shares of Restricted Stock forfeited as provided in Section 6.03 of these administrative rules may again be issued under the Non-Employee Director Restricted Stock Program.

Article V. Participation

     5.01 Participants. Participants in the Non-Employee Director Restricted Stock Program shall be non-employee Directors of the Company. Each non-employee Director shall be automatically eligible for participation in this Non-Employee Director Restricted Stock Program immediately upon such person’s election and qualification as a non-employee Director. No designation shall be required in order for a non-employee Director to be or become eligible for participation or to participate in this Non-Employee Director Restricted Stock Program. Each Participant shall be eligible for grants of Restricted Stock as of the next scheduled grant date as provided by the Non-Employee Director Restricted Stock Program. Upon a person’s election and qualification as a non-employee Director, the Committee shall promptly provide to each such person these administrative rules and confirm in writing the person’s eligibility to participate in the Non-Employee Director Restricted Program.

Article VI. Grants under the Non-Employee Director Compensation Program

     6.01 Automatic Grants. Participants shall be automatically entitled to grants of shares of Restricted Stock as determined under these administrative rules. The Committee (or its designee, who may be an employee of the Company) shall promptly document each automatic grant in an

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Award Agreement and/or shares of Common Stock bearing a legend limiting the sale thereof. However, any delay in the documentation of an automatic grant shall not diminish the Participants rights thereto.

     6.02 Determination of Grants. Each Participant shall be entitled to and shall receive a grant of a Restricted Stock Award with a value, determined using the Fair Market Value on the Date of Grant, equal to $100,000 ($75,000 for grants made on or before May 9, 2008) (or such other amount as the Board may determine from time to time) in each calendar year.

          (a) For continuing non-employee directors, grants shall be made once annually coinciding with the annual meeting of stockholders or if no such meeting is held, at such other time as the Board or the Committee may determine. The number of shares granted shall be determined by dividing $100,000 ($75,000 for grants made on or before May 9, 2008) (or the rate then in effect) by the Fair Market Value on the Date of Grant, rounded to the next greater whole number share.

          (b) For a non-employee director who joins the Board, the value of the Restricted Stock Award to be granted to such director shall be $100,000 ($75,000 for grants made on or before May 9, 2008) (or the rate then in effect) multiplied by the fraction consisting of the number of months to be served in that calendar year divided by twelve. The number of shares granted shall be determined by dividing such amount by the Fair Market Value on the Date of Grant, rounded to the next greater whole number share. In this instance, the Date of Grant shall be the later of the date that the non-employee director joins the Board or the date of the annual meeting for the then-current calendar year.

          (c) On August 1, 2008, each non-employee Director shall receive a grant of Restricted Stock with a Fair Market Value on the Date of Grant of $25,000 as an increment to the 2008 grant made under this Section 6.02. For 2009 and thereafter, the grant of Restricted Stock provided under this Section 6.02 shall be a Fair Market Value of $100,000 and such grants shall be made as otherwise provided in this Section 6.02, as amended.

Article VII. Determination of Performance Reward Criteria and Delivery of Stock

     7.01 Restrictions. Unless the Committee provides for additional restrictions:

(a) None of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period and any attempt to sell , transfer, assign, pledge or otherwise encumber or dispose of the shares of Restricted Stock shall automatically and without further action by the Committee cause the Restricted Stock Award and shares of Restricted Stock evidenced thereby to be forfeited; (b) the shares of Restricted Stock shall be forfeited without further action of the Committee or the Company if the Participant ceases to be a member of the Board of Directors for reasons other than those permitted under Section 7.02 of these administrative rules and (c) the Restricted Stock shall be held in the custody of the Company or its designee until such time as the Restricted Period shall have been completed. The shares of Restricted Stock shall bear the following legend:

THE TRANSFERABILITY OF THESE SHARES IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN ADMINISTRATIVE RULES FOR THE NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PROGRAM PROMULGATED UNDER THE ALLEGHENY TECHNOLOGIES INCORPORATED 2007 INCENTIVE PLAN. A COPY OF THOSE ADMINISTRATIVE RULES IS ON FILE AT THE OFFICE OF THE COMPANY.

     7.02 Vesting of Restricted Stock. The Restricted Period will end and shares of Restricted Stock shall vest and become the property of each Participant at the end of the Restricted

4

Period of that Restricted Stock Award, provided the Participant is then a member of the Board of Directors or if earlier upon the death, Disability or Retirement of the Participant.

     7.03 Delivery of Shares. Except as may be provided by the Committee or elected by a Participant pursuant to this Section 7.03, shares without restrictive legends shall be delivered to the Participant as promptly as possible after the end of the Restricted Period with respect to a restricted Stock Award. If, in the reasonable judgment of the Committee or its designee, the Company has Withholding Obligations with respect to a particular Restricted Stock Award, the shares without the restrictive legend shall not be delivered to the Participant unless or until the Withholding Obligations are satisfied in a manner acceptable to the Committee. All shares without restrictive legends shall be delivered to the Participant by placing such shares or causing such shares to be placed in the U.S. mail, postage prepaid, to the address indicated by the Participant.

Article VIII. Miscellaneous

     8.01 Application of Provisions of Plan. Except as set forth in these administrative rules, the provisions of the Plan shall apply to these administrative rules and are incorporated herein as if set forth at length.

     8.02 Change in Control. In the event of a Change in Control, all then uncompleted Restricted Periods shall end and the Restricted Stock shall vest immediately coincident with the Change in Control. In addition, shares for which a Participant elected a deferral of delivery under Section 7.03 shall be delivered to the Participant coincident with the Change in Control. The intent of this provision is to permit and facilitate the Participant’s ability to deliver shares for sale or exchange in connection with that Change in Control.

     8.03 Securities Laws Restrictions. Any Restricted Stock Award denominated in Common Stock shall be subject to the requirement that if at any time the Committee shall determine that any listing or registration of the shares of Common Stock or any consent or approval of any governmental body or any other agreement or consent is necessary or desirable as a condition to the granting of a Restricted Stock Award or issuance of shares of Common Stock or cash in satisfaction thereof, such grant of an award or issuance of shares of Common Stock may not be consummated unless such requirement is satisfied in a manner acceptable to the Committee. It is intended, unless the Committee determines otherwise, that the Non-Employee Director Restricted Stock Program complies with Rule 16b-3 as issued by the Securities and Exchange Commission. All interpretations of the Non-Employee Director Restricted Stock Program relating to Statutory Insiders shall be consistent with that Rule 16b-3 and the Exchange Act. In order to maintain compliance with any of Rule 16b-3 or the Exchange Act, the Committee may adopt such other administrative rules or provide restrictions on outstanding Restricted Stock Awards as it in its discretion shall deem necessary and such administrative rules or restrictions shall apply to outstanding Restricted Stock Awards as if set forth in these administrative rules or an applicable Award Agreement.

     8.04 Investment Representation. By accepting a Restricted Stock Award, each Participant shall agree that the shares acquired in connection with that Restricted Stock Award are acquired for investment and not for resale or with a view to the distribution thereof and, upon demand, each Participant shall deliver to the Committee a written representation to that effect in a form and substance satisfactory to the Committee. Upon demand, delivery of such representation prior to the delivery of shares of Stock shall be a condition precedent to the Participant’s right to receive such shares of Stock.

     8.05 Rights as Stockholders. For awards made on or after May 7, 2010, Participants shall have all of the rights of stockholders of the Company with respect to all shares subject to an Award Agreement except for the right to receive dividends, whether in cash or Common Stock, when paid to other stockholders prior to the lapse of all restrictions on the Restricted Shares,

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provided, however, that any cash or Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which restrictions have not then lapsed shall be subject to the same restrictions as described in Section 7.02 and held or restricted as provided in Section 7.01 until such restrictions lapse.

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

     8.07 Amendment and Termination of Administrative Rules. The Committee shall have complete power and authority to amend or terminate these administrative rules at any time it is deemed necessary or appropriate. No termination or amendment of the administrative rules may, without the consent of the Participant to whom any award shall theretofore have been granted under the Non-Employee Director Compensation Program, adversely affect the right of such individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate.

* * * * * * * * * * * * * *

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EX-10.7

Exhibit 10.7

FIRST AMENDMENT TO CREDIT AGREEMENT

     This First Amendment to Credit Agreement is dated May 29, 2009, by and among ATI Funding Corporation, a Delaware corporation (“ATI Funding”), TDY Holdings, LLC, a Delaware limited liability company (“TDYH”) (ATI Funding and TDYH are each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined in the Credit Agreement (as hereinafter defined)) party hereto, the Lenders (as hereinafter defined) party hereto and PNC Bank, National Association (“PNC Bank”) as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (the “First Amendment”).

W I T N E S S E T H:

     WHEREAS, the Borrowers, the Guarantors, PNC Bank and various other financial institutions party thereto (PNC Bank and such other financial institutions are each, a “Lender” and collectively, the “Lenders”) and the Administrative Agent entered into that certain Credit Agreement, dated July 31, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”); and

     WHEREAS, the Borrowers and the Guarantors desire to amend certain provisions of the Credit Agreement and the Lenders and the Administrative Agent shall permit such amendments pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. All capitalized terms used herein that are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.

     2. Section 1.1 of the Credit Agreement is hereby amended to delete therefrom the following definition:

     Leverage Ratio (Pricing)

     3. Section 1.1 of the Credit Agreement is hereby amended by restating the following definitions in their entirety as set forth below:

     Base Rate shall mean, for any day, a rate per annum equal to the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Open Rate in effect on such day plus one half of one percent (0.50%) and (iii) the Daily LIBOR Rate plus one percent (1.00%).

     Consolidated EBIT for any period of determination shall mean the sum of (i) net income (or loss) (excluding extraordinary gains or losses including, without limitation, those items created by

mandated changes in accounting treatment), plus (ii) net interest expense, (iii) plus all charges against or minus credits to income for federal, state and local taxes, (iv) plus or minus, as applicable, any other non-cash non-recurring items of gain or loss with respect to such fiscal period not already excluded hereunder, (v) plus or minus, as applicable, any non-cash pension expense or income, provided, however, that voluntary pension contributions shall not be included in calculating pension expense or income, in each case of ATI and its Subsidiaries for such period determined and consolidated in accordance with GAAP.

     Consolidated Net Indebtedness shall mean (a) Consolidated Total Indebtedness minus (b) (i) cash that is not subject to a Lien, plus (ii) Permitted Investments that are not subject to a Lien, minus (iii) Fifty Million and 00/100 Dollars ($50,000,000.00), in each case determined and consolidated for ATI and its Subsidiaries in accordance with GAAP.

     Leverage Ratio shall mean as of the date of determination, the ratio of (A) Consolidated Net Indebtedness on such date to (B) Consolidated EBITDA (i) for the four (4) fiscal quarters ending if such date is a fiscal quarter end or (ii) for the four (4) fiscal quarters most recently ended if such date is not a fiscal quarter end.

     Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the First Amendment Administrative Agent’s Letter, the Guaranty Agreements, the Intercompany Subordination Agreement, the Notes, the Letters of Credit and any other instruments, certificates or documents delivered in connection herewith or therewith, as the same may be amended, modified or supplemented from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

     4. Section 1.2 of the Credit Agreement is hereby further amended by inserting the following defined terms in appropriate alphabetical order:

     Daily Libor Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Libor Rate Reserve Percentage.

     First Amendment Administrative Agent’s Letter shall mean that certain Administrative Agent’s fee letter dated the First Amendment Closing Date by and between the Borrowers, the Administrative Agent and PNC Capital Markets LLC, a Pennsylvania limited liability company.

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     First Amendment Closing Date shall mean May 29, 2009.

     Prime Rate shall mean the base commercial lending rate of PNC Bank as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC Bank as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC Bank to any particular class or category of customers of PNC Bank.

     Published Rate shall mean, the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one (1) month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one (1) month period as published in another publication determined by the Administrative Agent).

     5. The references to “three hundred sixty five (365) or three hundred sixty six (366) days, as the case may be,” in Section 3.1.1(i) of the Credit Agreement and Section 3.1.2 of the Credit Agreement are hereby deleted in their entirety and in their stead are inserted the following: “three hundred sixty (360) days”.

     6. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Schedule 1.1(A) attached hereto.

     7. Exhibit 7.3.3 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 7.3.3 attached hereto.

     8. The provisions of Sections 2 through 7 of this First Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent and its counsel:

     (a) this First Amendment, duly executed by each of the Loan Parties and the Required Lenders;

     (b) the documents listed in the Preliminary Closing Agenda set forth on Exhibit A attached hereto and made a part hereof and evidence reasonably satisfactory to the Administrative Agent that all conditions set forth in such Preliminary Closing Agenda have been satisfied;

     (c) payment of all fees and expenses owed to the Lenders, the Administrative Agent, and the Administrative Agent’s counsel in connection with this First Amendment; and

- 3 -

     (d) such other documents as may be reasonably requested by the Administrative Agent.

     9. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement.

     10. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations.

     11. Each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that (i) such Loan Party has the legal power and authority to execute and deliver this First Amendment, (ii) the officers of such Loan Party executing this First Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and of the Credit Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this First Amendment, the Credit Agreement and the documents executed or to be executed by such Loan Party in connection herewith or therewith constitute valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms.

     12. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this First Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified or updated in writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or actions of any kind at law or in equity against any Lender or the Administrative Agent arising out of or in any way relating to the Credit Agreement or the other Loan Documents.

     13. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.

     14. The agreements contained in this First Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This First Amendment amends the Credit Agreement and is not a novation thereof.

- 4 -

     15. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

     16. This First Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this First Amendment.

[INTENTIONALLY LEFT BLANK]

- 5 -

     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this First Amendment to be duly executed by their duly authorized officers the day and year first above written.

	BORROWERS:
WITNESS:	ATI FUNDING CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	President
WITNESS:	TDY HOLDINGS, LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	President
	GUARANTORS:
WITNESS:	ALLEGHENY TECHNOLOGIES INCORPORATED
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	OREGON METALLURGICAL CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	ALLEGHENY LUDLUM CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President

WITNESS:	ATI PROPERTIES, INC.
/s/ Jamie Bishop	By:	/s/ Patrick J. Viccaro
	Name:	Patrick J. Viccaro
	Title:	Vice President
WITNESS:	TDY INDUSTRIES, INC.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	ALC FUNDING CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	President
WITNESS:	JEWEL ACQUISITION, LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	JESSOP STEEL, LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President

WITNESS:	INTERNATIONAL HEARTH MELTING, LLC
	By:	OREGON METALLURGICAL CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	ROME METALS, LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	TI OREGON, INC.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	TITANIUM WIRE CORPORATION
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	ATI CANADA HOLDINGS, INC.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President

WITNESS:	ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	AII INVESTMENT CORP.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	President
WITNESS:	ENVIRONMENTAL, INC.
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	AII ACQUISITION, LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President
WITNESS:	ATI TITANIUM LLC
/s/ Jamie Bishop	By:	/s/ Dale G. Reid
	Name:	Dale G. Reid
	Title:	Vice President

AGENTS AND LENDERS:
PNC BANK, NATIONAL ASSOCIATION, as
a Lender and as Administrative Agent
By:	/s/ David B. Gookin
Name:	David B. Gookin
Title:	Senior Vice President
CITIBANK, N.A., as a Lender and as Co-Syndication Agent
By:	/s/ Raymond G. Dunning
Name:	Raymond G. Dunning
Title:	Vice President
JPMORGAN CHASE BANK, N.A., as a Lender and as Co-Syndication Agent
By:	/s/ Pablo Ogarrio
Name:	Pablo Ogarrio
Title:	Vice President
BANK OF AMERICA N.A., for itself, as a Lender and as Co-Documentation Agent, and as successor by merger to LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ W. Thomas Barnett
Name:	W. Thomas Barnett
Title:	Senior Vice-President

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as a Lender and as Co-Documentation Agent
By:	/s/ Ravneet Mumick
Name:	Ravneet Mumick
Title:	Vice President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender and as a Co-Managing Agent
By:	/s/ Alain Daoust
Name:	Alain Daoust
Title:	Director
By:	/s/ Christopher Reo Day
Name:	Christopher Reo Day
Title:	Associate
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Co-Managing Agent
By:	/s/ Patrick J. Kaufmann
Name:	Patrick J. Kaufmann
Title:	Senior Vice President
NATIONAL CITY BANK, as a Lender and as Co-Managing Agent
By:	/s/ Debra W. Riefner
Name:	Debra W. Riefner
Title:	Senior Vice-President

THE BANK OF NEW YORK, as a Lender and as Co-Managing Agent
By:	/s/ William M. Feathers
Name:	William M. Feathers
Title:	Vice President
MORGAN STANLEY BANK, as a Lender
By:	/s/ Melissa James
Name:	Melissa James
Title:	Authorized Signatory
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Frank M. Eassa
Name:	Frank M. Eassa
Title:	Assistant Vice President

SCHEDULE 1.1(A)
PRICING GRID—
VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO
(PRICING EXPRESSED IN BASIS POINTS)

								Revolving
						Revolving		Credit
		Commitment		Letter of		Credit Base		LIBOR Rate
Level	Leverage Ratio	Fee		Credit Fee		Rate Spread		Spread
I	Less than or equal to 1.0 to 1.0		25.0		150.0		50.0		150.0
II	Greater than 1.0 to 1.0 but less than or equal to 1.5 to 1.0		30.0		175.0		75.0		175.0
III	Greater than 1.5 to 1.0 but less than or equal to 2.0 to 1.0		37.5		200.0		100.0		200.0
IV	Greater than 2.0 to 1.0		50.0		225.0		200.0		225.0

     For purposes of determining the Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate:

     (a) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be based on Level I of the Pricing Grid above as of the First Amendment Closing Date.

     (b) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed as of the end of each fiscal quarter ending after the First Amendment Closing Date based on the Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin, the Applicable Commitment Fee Rate or the Applicable Letter of Credit Fee Rate computed as of a quarter end shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 7.3.3 [Compliance Certificate].

     (c) If, as a result of any restatement of or other adjustment to the financial statements of ATI or for any other reason, ATI or the Lenders determine that (i) the Leverage Ratio as calculated by ATI as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers

SCHEDULE 1.1(A) — 1

under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.10 [Letter of Credit Subfacility] or 3.3 [Interest After Default] or 8 [Default]. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

SCHEDULE 1.1(A) — 2

EXHIBIT 7.3.3

FORM OF
QUARTERLY COMPLIANCE CERTIFICATE

                                                                     , 20__

PNC Bank, National Association, as Administrative Agent
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222

Ladies and Gentlemen:

     I refer to the Credit Agreement, dated July 31, 2007, by and among ATI Funding Corporation, a Delaware corporation (“ATI Funding”) and TDY Holdings, LLC, a Delaware limited liability company (“TDYH”) (ATI Funding and TDYH are each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC Bank, National Association, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Agent”), as amended by that certain First Amendment to Credit Agreement, dated May ___, 2009, by and among the Borrowers, the Guarantors, certain Lender party thereto and the Agent (as it may be further amended, restated, modified or supplemented, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings.

     I,                                                             , [Chief Executive Officer/Preside nt/Chief Financial Officer/Chief Accounting Officer] in such capacity on behalf of Allegheny Technologies Incorporated, a Delaware corporation (“ATI”), do hereby certify on behalf of ATI and each of the other Loan Parties, as of the fiscal quarter/year ended                                         , 20___ (the “Report Date”), as follows:

1. CHECK ONE:

o The audited annual financial statements of ATI and its Subsidiaries being delivered to the Lenders with this Compliance Certificate are (a) true, complete and correct, (b) present fairly the financial position of ATI and its Subsidiaries and their results of operations and cash flows for the fiscal year set forth above determined and consolidated for ATI and its Subsidiaries in accordance with GAAP consistently applied and (c) comply with the reporting requirements for such financial statements as set forth in Section 7.3.2 of the Credit Agreement.

OR

o The quarterly financial statements of ATI and its Subsidiaries being delivered to the Lender with this Compliance Certificate are (a) true, complete and correct, (b) present fairly the financial position of ATI and its Subsidiaries and

PNC Bank, National Association, as Administrative Agent
Page 2

their results of operations and cash flows for the fiscal quarter set forth above determined and consolidated for ATI and its Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and (c) comply with the reporting requirements for such financial statements as set forth in Section 7.3.1 of the Credit Agreement.

2. The representations and warranties of the Loan Parties contained in Section 5 of the Credit Agreement and in each of the other Loan Documents to which they are a party are true on and as of the date hereof (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties are true and correct in all material respects on and as of the specific dates or times referred to therein). The Loan Parties are in compliance with, and since the date of the previously delivered Compliance Certificate have performed and complied with all covenants and conditions contained in the Credit Agreement.

3. In accordance with Section 5.2 [Updates to Schedules], attached hereto as Exhibit A are updates to the schedules to the Credit Agreement (the “Updated Schedules”). Notwithstanding the foregoing, the Loan Parties hereby acknowledge and agree that no schedule shall be deemed to have been amended, modified or superseded by the Updated Schedules, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured by the Updated Schedules, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in writing the Updated Schedules.

4. No Event of Default or Potential Default exists on the date hereof; no Event of Default or Potential Default has occurred or is continuing since the date of the previously delivered Compliance Certificate; no Material Adverse Change has occurred since the date of the previously delivered Compliance Certificate.

[NOTE: If any Event of Default, Potential Default, Material Adverse Change has occurred or is continuing, set forth on an attached sheet the nature thereof and the action which the Loan Parties have taken, are taking or propose to take with respect thereto.]

5. Maximum Leverage Ratio (Section 7.2.9). The ratio of (i) Consolidated Net Indebtedness to (ii) Consolidated EBITDA is                      to 1.0 for the period equal to the four (4) consecutive fiscal quarters of ATI and its Subsidiaries ending as of the Report Date, which is not greater than the permitted ratio of 3.25 to 1.0.

(A) Consolidated Net Indebtedness as of the Report Date equals $                    , and is computed as follows:

(i)	Consolidated Total Indebtedness	$
(ii)	cash that is not subject to a Lien	$
(iii)	Permitted Investments that are not subject to a Lien	$

PNC Bank, National Association, as Administrative Agent
Page 3

(iv)	Fifty Million and 00/100 Dollars	$	50,000,000.00
(v)	Item (A)(ii) plus Item A(iii) minus Item (A)(iv)	$
(vi)	Item (A)(i) minus Item (A)(v) equals Consolidated Net Indebtedness	$

(B) Consolidated EBITDA as of the Report Date equals $                    , and is computed as follows:

(i)	net income (or loss) (excluding extraordinary gains or losses including, without limitation, those items created by mandated changes in accounting treatment)	$
(ii)	net interest expense	$
(iii)	all charges against income for federal, state and local taxes	$
(iv)	any other non-cash non-recurring items of loss with respect to such fiscal period not already excluded hereunder	$
(v)	any non-cash pension expense	$
(vi)	Sum of Items 5(B)(i) through 5(B)(v)	$
(vii)	all credits to income for federal, state and local taxes	$
(viii)	any other non-cash non-recurring items of gain with respect to such fiscal period not already excluded hereunder	$
(ix)	any non-cash pension income	$
(x)	Sum of Items 5(B)(vii) through 5(B)(ix)	$
(xi)	Item 5(B)(vi) minus Item 5(B)(x) equals Consolidated EBIT	$
(xii)	depreciation and amortization	$
(xiii)	Sum of Items 5(B)(xi) and 5(B)(xii) equals Consolidated EBITDA	$

(C) the ratio of Item 5(A) to Item 5(B)(xiii) equals the Leverage Ratio

PNC Bank, National Association, as Administrative Agent
Page 4

6. Minimum Interest Coverage Ratio (Section 7.2.10). The ratio of (i) Consolidated EBIT to (ii) interest expense is                      to 1.0 for the period equal to the four (4) consecutive fiscal quarters of ATI and its Subsidiaries ending as of the Report Date, which is not less than the permitted ratio of 2.0 to 1.0.

(A)	Consolidated EBIT as of the Report Date equals $                     as is referenced in Item 5(B)(xi) above.
(B)	interest expense as of the Report Date equals $                    .
(C)	the ratio of Item 6(A) to Item 6(B) equals the Interest Coverage Ratio.

[INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this ___ day of                     , 20__.

WITNESS:	Allegheny Technologies Incorporated
__________________________	By:
		Name:
		Title:

EXHIBIT A

PRELIMINARY CLOSING AGENDA

     This preliminary closing agenda contains the documents to be delivered in connection with a first amendment to the credit facility provided to ATI Funding Corporation, a Delaware corporation (“ATI Funding”), and TDY Holdings, LLC, a Delaware limited liability company (“TDYH”) (ATI Funding and TDYH are each, a “Borrower” and collectively, the “Borrowers”), by PNC Bank, National Association (“PNC Bank”), and various other financial institutions from time to time (PNC Bank and such other financial institutions are each, a “Lender” and collectively, the “Lenders”), PNC Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, a Pennsylvania limited liability company, as lead arranger (the “Lead Arranger”) (the “Credit Facility”).

		Responsible
No.	LOAN DOCUMENTS	Party	Status
1.	First Amendment to Credit Agreement (the “Credit Agreement”), by and among the Borrowers, Oregon Metallurgical Corporation, an Oregon corporation (“Oremet”), Allegheny Ludlum Corporation, a Pennsylvania corporation (“ALC”), ATI Properties, Inc., a Delaware corporation (“ATIP”), TDY Industries, Inc., a California corporation (“TDY”), ALC Funding Corporation, a Delaware corporation (“ALC Funding”), Jessop Steel, LLC, a Pennsylvania limited liability company (“Jessop LLC”), Jewel Acquisition, LLC, a Delaware limited liability company (“Jewel”), Allegheny Technologies Incorporated, a Delaware corporation (“ATI”), International Hearth Melting, LLC, an Oregon limited liability company (“IHM”), Rome Metals, LLC, a Pennsylvania limited liability company (“Rome”), TI Oregon, Inc., an Oregon corporation (“TIO”), Titanium Wire Corporation, a Pennsylvania corporation (“Titanium Wire”), ATI Canada Holdings, Inc., a Delaware corporation (“ATICH”), Allegheny Technologies International, Inc., a California corporation (“ATII”), AII Investment Corp., a Delaware corporation (“AIC”), Environmental, Inc., a California corporation (“EI”), AII Acquisition, LLC, a Pennsylvania limited liability company (“AII LLC”), ATI Titanium LLC, a Delaware limited liability company (“ATIT”) (Oremet, ALC, ATIP, TDY, ALC Funding, Jessop LLC, Jewel, ATI, IHM, Rome, TIO, Titanium Wire, ATICH, ATII, AIC, EI, AII LLC and ATIT are each, a “Guarantor” and collectively, the “Guarantors”) (the Borrowers and the Guarantors are each, a “Loan Party” and collectively, the “Loan Parties”), the Lenders and the Administrative Agent (the “First Amendment”).	Administrative Agent	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
2.	Revised Schedule to the Credit Agreement.
	a.     Schedule 1.1(A) — Pricing Grid.	Administrative Agent	Complete
3.	Revised Exhibit to the Credit Agreement:
	a.     Exhibit 7.3.3 — Quarterly Compliance Certificate.	Administrative Agent	Complete
	ORGANIZATIONAL DOCUMENTS
	ATI Funding
4.	Certificate of Secretary of ATI Funding as to (i) resolutions of its Board of Directors authorizing ATI Funding to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or By-Laws.	Borrowers	Complete
5.	Good Standing Certificate of ATI Funding from the Secretary of State of the State of Delaware.	Borrowers	Complete
	TDYH
6.	Certificate of an Officer/Manager of TDYH as to (i) resolutions of its Managers/Members authorizing TDYH to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation or Limited Liability Company Agreement.	Borrowers	Complete
7.	Good Standing Certificate of TDYH from the Secretary of State of the State of Delaware.	Borrowers	Complete
	Oremet
8.	Certificate of Secretary of Oremet as to (i) resolutions of its Board of Directors authorizing Oremet to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
9.	Good Standing Certificate of Oremet from the Secretary of State of the State of Oregon.	Borrowers	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
	ALC
10.	Certificate of Secretary of ALC as to (i) resolutions of its Board of Directors authorizing ALC to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
11.	Good Standing Certificate of ALC from the Secretary of State of the Commonwealth of Pennsylvania.	Borrowers	Complete
	ATIP
12.	Certificate of Secretary of ATIP as to (i) resolutions of its Board of Directors authorizing ATIP to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
13.	Good Standing Certificate of ATIP from the Secretary of State of the State of Delaware.	Borrowers	Complete
	TDY
14.	Certificate of Secretary of TDY as to (i) resolutions of its Board of Directors authorizing TDY to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
15.	Good Standing Certificate of TDY from the Secretary of State of the State of California.	Borrowers	Complete
	ALC Funding
16.	Certificate of Secretary of ALC Funding as to (i) resolutions of its Board of Directors authorizing ALC Funding to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
17.	Good Standing Certificate of ALC Funding from the Secretary of State of the State of Delaware.	Borrowers	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
	Jewel
18.	Certificate of an Officer/Manager of Jewel as to (i) resolutions of its Managers/Members authorizing Jewel to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation or Limited Liability Company Agreement.	Borrowers	Complete
19.	Good Standing Certificate of Jewel from the Secretary of State of the State of Delaware.	Borrowers	Complete
	ATI
20.	Certificate of Secretary of ATI as to (i) resolutions of its Board of Directors authorizing ATI to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
21.	Good Standing Certificate of ATI from the Secretary of State of the State of Delaware.	Borrowers	Complete
	Jessop LLC
22.	Certificate of an Officer/Manager of Jessop LLC as to (i) resolutions of its Managers/Members authorizing Jessop LLC to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation or Limited Liability Company Agreement.	Borrowers	Complete
23.	Good Standing Certificate of Jessop LLC from the Secretary of State of the Commonwealth of Pennsylvania.	Borrowers	Complete
	IHM
24.	Certificate of an Officer/Manager of IHM as to (i) resolutions of its Managers/Members authorizing IHM to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Organization or Operating Agreement.	Borrowers	Complete
25.	Good Standing Certificate of IHM from the Secretary of State of the State of Oregon.	Borrowers	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
	Rome
26.	Certificate of an Officer/Manager of Rome as to (i) resolutions of its Managers/Members authorizing Rome to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation and Operating Agreement.	Borrowers	Complete
27.	Good Standing Certificate of Rome from the Secretary of State of the Commonwealth of Pennsylvania.	Borrowers	Complete
	TIO
28.	Certificate of Secretary of TIO as to (i) resolutions of its Board of Directors authorizing TIO to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
29.	Good Standing Certificate of TIO from the Secretary of State of the State of Oregon.	Borrowers	Complete
	Titanium Wire
30.	Certificate of Secretary of Titanium Wire as to (i) resolutions of its Board of Directors authorizing Titanium Wire to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
31.	Good Standing Certificate of Titanium Wire from the Secretary of State of the Commonwealth of Pennsylvania.	Borrowers	Complete
	AIC
32.	Certificate of Secretary of AIC as to (i) resolutions of its Board of Directors authorizing AIC to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
33.	Good Standing Certificate of AIC from the Secretary of State of the State of Delaware.	Borrowers	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
	ATICH
34.	Certificate of Secretary of ATICH as to (i) resolutions of its Board of Directors authorizing ATICH to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.	Borrowers	Complete
35.	Good Standing Certificate of ATICH from the Secretary of State of the State of Delaware.	Borrowers	Complete
	ATII
36.	Certificate of Secretary of ATII as to (i) resolutions of its Board of Directors authorizing ATII to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
37.	Good Standing Certificate of ATII from the Secretary of State of the State of California.	Borrowers	Complete
	EI
38.	Certificate of Secretary of EI as to (i) resolutions of its Board of Directors authorizing EI to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Articles of Incorporation or Bylaws.	Borrowers	Complete
39.	Good Standing Certificate of EI from the Secretary of State of the State of California.	Borrowers	Complete
	AII LLC
40.	Certificate of an Officer/Manager of AII LLC as to (i) resolutions of its Managers/Members authorizing AII LLC to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation and Operating Agreement.	Borrowers	Complete
41.	Good Standing Certificate of AII LLC from the Secretary of State of the Commonwealth of Pennsylvania.	Borrowers	Complete

		Responsible
No.	LOAN DOCUMENTS	Party	Status
	ATIT
42.	Certificate of Secretary of ATIT as to (i) resolutions of its Board of Directors authorizing ATIT to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Formation or Limited Liability Company Agreement.	Borrowers	Complete
43.	Good Standing Certificate of ATIT from the Secretary of State of the State of Delaware.	Borrowers	Complete
	RELATED DOCUMENTS
44.	Opinions of Counsel to the Loan Parties in form and substance satisfactory to the Administrative Agent.	Borrowers	Complete
45.	Updated projected consolidated financial statements of ATI and its subsidiaries, in form and substance satisfactory to the Administrative Agent.	Borrowers	Complete
46.	Officer’s Certificate of each Loan Party, as of the closing date of the First Amendment, regarding no material adverse change, the accuracy of representations and warranties, compliance with covenants, no defaults, etc.	Administrative Agent/ Borrowers	Complete
47.	Administrative Agent’s Fee Letter.	Administrative Agent	Complete

EX-31.1

EXHIBIT 31.1
CERTIFICATIONS

I, L. Patrick Hassey certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Allegheny Technologies Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2010

/s/ L. Patrick Hassey  

L. Patrick Hassey 

President and Chief Executive Officer 

EX-31.2

EXHIBIT 31.2
CERTIFICATIONS

I, Richard J. Harshman certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Allegheny Technologies Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2010

/s/ Richard J. Harshman  

Richard J. Harshman 

Executive Vice President, Finance
and Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allegheny Technologies Incorporated (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2010	/s/ L. Patrick Hassey
	L. Patrick Hassey
	President and Chief Executive Officer
Date: May 7, 2010	/s/ Richard J. Harshman
	Richard J. Harshman
	Executive Vice President, Finance and Chief Financial Officer