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, 2007

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	(I.R.S. Employer
incorporation or organization)	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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act: (Check one):

Large accelerated filer þ       Accelerated filer o       Non-accelerated filer o

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 27, 2007, the registrant had outstanding 102,151,601 shares of its Common Stock.

ALLEGHENY TECHNOLOGIES INCORPORATED
SEC FORM 10-Q
QUARTER ENDED MARCH 31, 2007

INDEX

	Page No.
PART I. — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures		26
PART II. — OTHER INFORMATION
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Change in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		27
Item 6. Exhibits		27
SIGNATURES		28
EXHIBIT INDEX		29
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-31.1
EX-31.2
EX-32.1

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALLEGHENY TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

	March 31,			December 31,
	2007			2006
	(Unaudited)			(Audited)
ASSETS
Cash and cash equivalents	$	518.0		$	502.3
Accounts receivable, net		686.8			610.9
Inventories, net		954.7			798.7
Deferred income taxes		13.3			26.6
Prepaid expenses and other current assets		63.1			49.4
Total Current Assets		2,235.9			1,987.9
Property, plant and equipment, net		909.1			871.7
Cost in excess of net assets acquired		208.5			206.5
Deferred income taxes		116.1			119.0
Other assets		114.4			95.4
Total Assets	$	3,584.0		$	3,280.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	442.1		$	355.1
Accrued liabilities		225.9			241.6
Accrued income taxes		86.7			22.7
Short-term debt and current portion of long-term debt		20.7			23.7
Total Current Liabilities		775.4			643.1
Long-term debt		522.1			529.9
Retirement benefits		447.5			464.4
Other long-term liabilities		147.1			140.2
Total Liabilities		1,892.1			1,777.6
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, 2007 and 101,201,411 at December 31, 2006; outstanding-102,142,517 shares at March 31, 2007 and 101,201,328 shares at December 31, 2006		10.2			10.1
Additional paid-in capital		650.0			637.0
Retained earnings		1,335.8			1,166.6
Treasury stock: 261,739 shares at March 31, 2007 and 83 shares at December 31, 2006		(25.9	)		—
Accumulated other comprehensive loss, net of tax		(278.2	)		(310.8	)
Total Stockholders’ Equity		1,691.9			1,502.9
Total Liabilities and Stockholders’ Equity	$	3,584.0		$	3,280.5

The accompanying notes are an integral part of these statements.

3

ALLEGHENY TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions except per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2007			2006
Sales	$	1,372.6		$	1,040.5
Costs and expenses:
Cost of sales		986.1			792.4
Selling and administrative expenses		78.1			72.9
Income before interest, other income (expense), and income taxes		308.4			175.2
Interest expense, net		(4.3	)		(7.5	)
Other income (expense)		0.5			(1.3	)
Income before income tax provision		304.6			166.4
Income tax provision		106.8			59.9
Net income	$	197.8		$	106.5
Basic net income per common share	$	1.95		$	1.08
Diluted net income per common share	$	1.92		$	1.04
Dividends declared per common share	$	0.13		$	0.10

The accompanying notes are an integral part of these statements.

4

ALLEGHENY TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Three Months Ended
	March 31,
	2007			2006
Operating Activities:
Net income	$	197.8		$	106.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23.6			19.3
Deferred income taxes		14.2			0.3
Change in operating assets and liabilities:
Inventories		(156.0	)		(94.6	)
Accounts payable		87.0			55.2
Accounts receivable		(75.9	)		(70.1	)
Accrued income taxes, net of tax benefits on share-based compensation		64.0			31.1
Retirement benefits		0.1			12.2
Accrued liabilities and other		(80.1	)		(23.9	)
Cash provided by operating activities		74.7			36.0
Investing Activities:
Purchases of property, plant and equipment		(57.7	)		(53.1	)
Asset disposals and other		—			(0.2	)
Cash used in investing activities		(57.7	)		(53.3	)
Financing Activities:
Payments on long-term debt and capital leases		(5.7	)		(1.9	)
Net borrowings (repayments) under credit facilities		(5.3	)		0.3
Net decrease in debt		(11.0	)		(1.6	)
Exercises of stock options		3.7			16.9
Tax benefits on share-based compensation		19.2			8.3
Dividends paid		(13.2	)		(9.9	)
Cash provided by (used in) financing activities		(1.3	)		13.7
Increase (decrease) in cash and cash equivalents		15.7			(3.6	)
Cash and cash equivalents at beginning of the year		502.3			362.7
Cash and cash equivalents at end of period	$	518.0		$	359.1

The accompanying notes are an integral part of these statements.

5

ALLEGHENY TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1. Accounting Policies

Basis of Presentation

     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 2006 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.

Recent Accounting Pronouncements

     In the 2007 first quarter, as required, the Company adopted Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) titled “Accounting for Planned Major Maintenance Activities” (“FSP PMMA”). This FSP amends an AICPA Industry Audit guide and is applicable to all industries that accrue for planned major maintenance activities. The FSP PMMA prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities, which was the policy the Company previously used to record planned plant outage costs on an interim basis within a fiscal year, and also to record the costs of major equipment rebuilds which extend the life of capital equipment. The FSP PMMA was effective as of the beginning of ATI’s 2007 fiscal year, with retrospective application to all prior periods presented. Under the FSP PMMA, the Company reports results using the deferral method whereby major equipment rebuilds are capitalized as costs are incurred and amortized to expense over the estimated useful lives, and planned plant outage costs are fully recognized in the interim period of the outage. The adoption of the FSP PMMA on January 1, 2007, resulted in an increase in net property, plant and equipment of $4.1 million, a decrease in non-current deferred income tax assets of $5.8 million, a decrease in accrued liabilities of $2.4 million, a decrease in long-term liabilities of $9.6 million, and an increase to retained earnings of $10.3 million, net of related taxes. As required by the FSP PMMA, the Company’s financial statements have been restated to reflect this FSP as if this standard had been applied to the earliest period presented. As a result, net income for the three months ended March 31, 2006 increased $4.0 million, or $0.04 per share.

     In the 2007 first quarter, as required, the Company also adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 prescribes recognition and measurement standards for a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two step process. The first step is the determination of whether a tax position should be recognized in the financial statements. Under FIN 48, a tax position taken or expected to be taken in a tax return is to be recognized only if the Company determines that it is more-likely-than-not that the tax position will be sustained upon examination by the tax authorities based upon the technical merits of the position. In step two, for those tax positions which should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. FIN 48 was effective for the beginning of ATI’s 2007 fiscal year, with adoption treated as a cumulative-effect type reduction to retained earnings of $5.6 million as of the beginning of 2007. Upon adoption of FIN 48, the Company made an accounting policy election to classify interest and penalties on estimated liabilities for uncertain tax positions as components of the provision for income taxes.

6

Note 2. Inventories

     Inventories at March 31, 2007 and December 31, 2006 were as follows (in millions):

	March 31,			December 31,
	2007			2006
Raw materials and supplies	$	241.4		$	190.7
Work-in-process		1,042.2			931.7
Finished goods		163.0			148.0
Total inventories at current cost		1,446.6			1,270.4
Less allowances to reduce current cost values to LIFO basis		(487.6	)		(466.7	)
Progress payments		(4.3	)		(5.0	)
Total inventories, net	$	954.7		$	798.7

     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, increased cost of sales by $20.9 million for the first three months of 2007 compared to $6.9 million for the first three months of 2006.

Note 3. Supplemental Financial Statement Information

     Property, plant and equipment at March 31, 2007 and December 31, 2006 were as follows (in millions):

	March 31,			December 31,
	2007			2006
Land	$	24.1		$	23.9
Buildings		244.3			242.1
Equipment and leasehold improvements		1,744.2			1,690.3
		2,012.6			1,956.3
Accumulated depreciation and amortization		(1,103.5	)		(1,084.6	)
Total property, plant and equipment, net	$	909.1		$	871.7

Note 4. Debt

     Debt at March 31, 2007 and December 31, 2006 was as follows (in millions):

	March 31,			December 31,
	2007			2006
Allegheny Technologies $300 million 8.375% Notes due 2011, net (a)	$	306.2		$	306.5
Allegheny Ludlum 6.95% debentures, due 2025		150.0			150.0
Domestic Bank Group $325 million secured credit agreement		—			—
Promissory note for J&L asset acquisition		48.8			54.0
Foreign credit agreements		19.4			24.2
Industrial revenue bonds, due through 2020		10.9			10.9
Capitalized leases and other		7.5			8.0
Total short-term and long-term debt		542.8			553.6
Short-term debt and current portion of long-term debt		(20.7	)		(23.7	)
Total long-term debt	$	522.1		$	529.9

7

(a) Includes fair value adjustments for settled interest rate swap contracts of $10.1 million at March 31, 2007 and $10.5 million at December 31, 2006.

     The Company has a $325 million senior secured domestic revolving credit facility (“the facility”), which is secured by all accounts receivable and inventory of its U.S. operations, and includes capacity for up to $175 million in letters of credit. As of March 31, 2007, there had been no borrowings made under the facility, although a portion of the facility is used to support approximately $89 million in letters of credit.

     In addition, STAL, the Company’s Chinese joint venture company in which ATI has a 60% interest, has approximately $17 million in letters of credit outstanding as of March 31, 2007, related to the expansion of its operations in Shanghai, China. These letters of credit are supported solely by STAL’s financial capability without any guarantees from the joint venture partners.

Note 5. Per Share Information

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

	Three Months Ended
	March 31,
	2007		2006
Numerator for basic and diluted net income per common share — net income	$	197.8	$	106.5
Denominator:
Denominator for basic net income per common share-weighted average shares		101.4		98.7
Effect of dilutive securities:
Option equivalents		0.7		1.5
Contingently issuable shares		0.7		2.5
Denominator for diluted net income per common share — adjusted weighted average shares and assumed conversions		102.8		102.7
Basic net income per common share	$	1.95	$	1.08
Diluted net income per common share	$	1.92	$	1.04

     For the quarters ended March 31, 2007 and 2006, there were no weighted average shares issuable upon the exercise of stock options which were antidilutive.

Note 6. Comprehensive Income

     The components of comprehensive income, net of tax, were as follows (in millions):

	Three Months Ended
	March 31,
	2007		2006
Net income	$	197.8	$	106.5
Foreign currency translation gains		8.0		3.7
Unrealized gains (losses) on energy, raw material and currency hedges		11.6		(10.8	)
Retirement benefits		12.6		—
Unrealized gains on securities		0.4		—
		32.6		(7.1	)
Comprehensive income	$	230.4	$	99.4

8

Note 7. Income Taxes

     Results for the first quarter 2007 included a provision for income taxes of $106.8 million, or 35.1% of income before tax, compared to an income tax provision of $59.9 million, or 36.0% of income before tax, for the comparable 2006 quarter. The first quarter 2007 benefited from a lower income tax provision due to a $4.2 million non-recurring reduction in the valuation allowances associated with state deferred tax assets.

     As required, the Company adopted FIN 48 on January 1, 2007. As a result of implementing this Interpretation, the Company recognized a $19.4 million increase in the long-term liability for unrecognized tax benefits, and a $13.8 million increase in deferred tax assets for tax positions which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The net result of these recognized assets and liabilities was a reduction to beginning retained earnings of $5.6 million. Including liabilities recognized in the FIN 48 adoption, the Company’s total liabilities for unrecognized tax benefits at January 1, 2007 were $26.3 million. Interest and penalties recognized at the FIN 48 adoption were $3.5 million. It is the Company’s policy to classify interest and penalties recognized on underpayment of income taxes as income tax expense. For the quarter ended March 31, 2007, the Company’s income tax provision included an additional $2.3 million of expense related to uncertain tax positions, which increased the long-term liability to $28.6 million.

     Including tax positions for which the Company determined that the tax position would not meet the more-likely-than-not recognition threshold upon examination by the tax authorities based upon the technical merits of the position, the total estimated unrecognized tax benefit that, if recognized, would affect the Company’s effective tax rate was approximately $12 million. At this time, the Company does not believe that it is reasonably possible that there will be a material change in the estimated unrecognized tax benefits within the next twelve months.

     The Company, and/or one of its subsidiaries, files income tax returns in the U.S. Federal jurisdiction and in various states and foreign jurisdictions. A summary of tax years that remain subject to examination, by major tax jurisdiction, is as follows:

	Earliest Year
	Open to
Jurisdiction	Examination
U.S. Federal		2003
States:
Pennsylvania		2003
North Carolina		2001
Texas		2002
Foreign:
Germany		2000
United Kingdom		2005

9

Note 8. 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 months ended March 31, 2007 and 2006, the components of pension expense for the Company’s defined benefit plans and components of other postretirement benefit expense included the following (in millions):

	Three Months Ended
	March 31,
	2007			2006
Pension Benefits:
Service cost — benefits earned during the year	$	6.9		$	7.1
Interest cost on benefits earned in prior years		31.9			32.1
Expected return on plan assets		(46.7	)		(40.6	)
Amortization of prior service cost		4.4			4.8
Amortization of net actuarial loss		7.8			12.6
Total pension expense	$	4.3		$	16.0

	Three Months Ended
	March 31,
	2007			2006
Other Postretirement Benefits:
Service cost — benefits earned during the year	$	0.8		$	0.7
Interest cost on benefits earned in prior years		7.7			8.1
Expected return on plan assets		(1.8	)		(1.6	)
Amortization of prior service cost (credit)		(6.2	)		(6.6	)
Amortization of net actuarial loss		2.8			4.0
Total other postretirement benefit expense	$	3.3		$	4.6
Total retirement benefit expense	$	7.6		$	20.6

10

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,
	2007			2006
Total sales:
High Performance Metals	$	518.7		$	431.3
Flat-Rolled Products		810.7			538.8
Engineered Products		117.8			115.1
		1,447.2			1,085.2
Intersegment sales:
High Performance Metals		41.3			19.2
Flat-Rolled Products		27.0			21.6
Engineered Products		6.3			3.9
		74.6			44.7
Sales to external customers:
High Performance Metals		477.4			412.1
Flat-Rolled Products		783.7			517.2
Engineered Products		111.5			111.2
	$	1,372.6		$	1,040.5
Operating profit:
High Performance Metals	$	167.5		$	145.2
Flat-Rolled Products		160.2			51.5
Engineered Products		12.6			17.8
Total operating profit		340.3			214.5
Corporate expenses		(21.0	)		(13.9	)
Interest expense, net		(4.3	)		(7.5	)
Other expense, net of gains on asset sales		(2.8	)		(6.1	)
Retirement benefit expense		(7.6	)		(20.6	)
Income before income taxes	$	304.6		$	166.4

     The adoption of FSP PMMA on January 1, 2007 resulted in restating prior periods as if this standard had been applied to the earliest period presented. For the quarter ended March 31, 2006, the restatement had the following effect on operating profit by business segment: High Performance Metals increased $2.5 million, Flat-Rolled Products increased $3.5 million, and Engineered Products increased $0.2 million. Segment operating profit and income before income taxes for the quarter ended March 31, 2006 increased $6.2 million.

     Retirement benefit expense represents pension expense and other postretirement benefit expense. Operating profit with respect to the Company’s business segments excludes any retirement benefit expense.

     In March 2007, the Company reached early resolution on new labor agreements for ATI Allegheny Ludlum and ATI’s Allvac Albany, OR employees. Operating profit for the High Performance Metals and Flat-Rolled Products segments was negatively impacted by $0.7 million and $5.9 million, respectively, of pre-tax, one-time costs related to the new labor agreements.

     Corporate expenses for the first three months of 2007 were $21.0 million, compared to $13.9 million for the first three months of 2006. This increase is due primarily to expenses associated with annual and long-term performance-based incentive compensation programs.

     Other expense, net of gains on asset sales, includes charges incurred in connection with closed operations, pretax gains and losses on the sale of surplus real estate and other assets, 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 income. These items resulted in net charges of $2.8 million for the first three months of 2007 and $6.1 million for the first three months of 2006.

11

Note 10. 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.

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
March 31, 2007

	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	0.5	$	186.0	$	331.5	$	—		$	518.0
Accounts receivable, net		0.8		295.6		390.4		—			686.8
Inventories, net		—		331.3		623.4		—			954.7
Deferred income taxes		13.3		—		—		—			13.3
Prepaid expenses and other current assets		0.7		7.5		54.9		—			63.1
Total current assets		15.3		820.4		1,400.2		—			2,235.9
Property, plant and equipment, net		0.9		322.9		585.3		—			909.1
Cost in excess of net assets acquired		—		112.1		96.4		—			208.5
Deferred income taxes		116.1		—		—		—			116.1
Investments in subsidiaries and other assets		3,176.4		885.3		920.8		(4,868.1	)		114.4
Total assets	$	3,308.7	$	2,140.7	$	3,002.7	$	(4,868.1	)	$	3,584.0
Liabilities and stockholders’ equity:
Accounts payable	$	5.3	$	217.0	$	219.8	$	—		$	442.1
Accrued liabilities		1,184.1		70.4		587.8		(1,616.4	)		225.9
Accrued income taxes		86.7		—		—		—			86.7
Short-term debt and current portion of long-term debt		—		11.2		9.5		—			20.7
Total current liabilities		1,276.1		298.6		817.1		(1,616.4	)		775.4
Long-term debt		306.2		389.7		26.2		(200.0	)		522.1
Retirement benefits		11.2		272.7		163.6		—			447.5
Other long-term liabilities		23.3		16.6		107.2		—			147.1
Total liabilities		1,616.8		977.6		1,114.1		(1,816.4	)		1,892.1
Total stockholders’ equity		1,691.9		1,163.1		1,888.6		(3,051.7	)		1,691.9
Total liabilities and stockholders’ equity	$	3,308.7	$	2,140.7	$	3,002.7	$	(4,868.1	)	$	3,584.0

12

Note 10. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Income
For the three months ended March 31, 2007

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	734.5		$	638.1		$	—		$	1,372.6
Cost of sales		6.6			568.9			410.6			—			986.1
Selling and administrative expenses		31.7			10.3			36.1			—			78.1
Interest income (expense), net		(5.0	)		(1.6	)		2.3			—			(4.3	)
Other income (expense) including equity in income of unconsolidated subsidiaries		347.9			6.8			(1.0	)		(353.2	)		0.5
Income before income tax provision		304.6			160.5			192.7			(353.2	)		304.6
Income tax provision		106.8			60.3			71.0			(131.3	)		106.8
Net income	$	197.8		$	100.2		$	121.7		$	(221.9	)	$	197.8

Condensed Statements of Cash Flows
For the three months ended March 31, 2007

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations		Consolidated
Cash flows provided by (used in) operating activities	$	(9.6	)	$	27.7		$	56.6		$	—	$	74.7
Cash flows used in investing activities		(0.1	)		(12.6	)		(45.0	)		—		(57.7	)
Cash flows provided by (used in) financing activities		9.7			(5.2	)		(5.8	)		—		(1.3	)
Increase in cash and cash equivalents	$	—		$	9.9		$	5.8		$	—	$	15.7

13

Note 10. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
December 31, 2006

	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	0.5	$	176.1	$	325.7	$	—		$	502.3
Accounts receivable, net		0.1		260.2		350.6		—			610.9
Inventories, net		—		287.6		511.1		—			798.7
Deferred income taxes		26.6		—		—		—			26.6
Prepaid expenses, and other current assets		0.1		5.4		43.9		—			49.4
Total current assets		27.3		729.3		1,231.3		—			1,987.9
Property, plant and equipment, net		0.9		319.4		551.4		—			871.7
Cost in excess of net assets acquired		—		112.1		94.4		—			206.5
Deferred income taxes		119.0		—		—		—			119.0
Investment in subsidiaries and other assets		3,295.0		799.7		914.0		(4,913.3	)		95.4
Total assets	$	3,442.2	$	1,960.5	$	2,791.1	$	(4,913.3	)	$	3,280.5
Liabilities and stockholders’ equity:
Accounts payable	$	5.8	$	173.3	$	176.0	$	—		$	355.1
Accrued liabilities		1,551.3		70.1		457.2		(1,814.3	)		264.3
Short-term debt and current portion of long-term debt		—		11.2		12.5		—			23.7
Total current liabilities		1,557.1		254.6		645.7		(1,814.3	)		643.1
Long-term debt		306.5		394.9		28.5		(200.0	)		529.9
Retirement benefits		35.8		267.8		160.8		—			464.4
Other long-term liabilities		39.9		18.3		82.0		—			140.2
Total liabilities		1,939.3		935.6		917.0		(2,014.3	)		1,777.6
Total stockholders’ equity		1,502.9		1,024.9	$	1,874.1		(2,899.0	)		1,502.9
Total liabilities and stockholders’ equity	$	3,442.2	$	1,960.5	$	2,791.1	$	(4,913.3	)	$	3,280.5

14

Note 10. CONTINUED

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Income
For the three months ended March 31, 2006

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	485.4		$	555.1		$	—		$	1,040.5
Cost of sales		10.7			430.3			351.4			—			792.4
Selling and administrative expenses		22.9			10.7			39.3			—			72.9
Interest income (expense), net		(5.9	)		(3.4	)		1.8			—			(7.5	)
Other income (expense) including equity in income of unconsolidated subsidiaries		205.9			3.9			(2.8	)		(208.3	)		(1.3	)
Income before income tax provision		166.4			44.9			163.4			(208.3	)		166.4
Income tax provision		59.9			—			—			—			59.9
Net income	$	106.5		$	44.9		$	163.4		$	(208.3	)	$	106.5

Condensed Statements of Cash Flows
For the three months ended March 31, 2006

	Guarantor						Non-guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations		Consolidated
Cash flows provided by (used in) operating activities	$	(15.1	)	$	22.7		$	28.4		$	—	$	36.0
Cash flows used in investing activities		(0.1	)		(11.3	)		(41.9	)		—		(53.3	)
Cash flows provided by (used in) financing activities		15.3			—			(1.6	)		—		13.7
Increase (decrease) in cash and cash equivalents	$	0.1		$	11.4		$	(15.1	)	$	—	$	(3.6	)

Note 11. 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.

15

     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, 2007, the Company’s reserves for environmental remediation obligations totaled approximately $24 million, of which approximately $13 million were included in other current liabilities. The reserve includes estimated probable future costs of $10 million for federal Superfund and comparable state-managed sites; $8 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; $4 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 14. 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, 2006 for a discussion of legal proceedings affecting the Company. The following are updates to that discussion.

     The tentative settlement of the litigation commenced in June 2003 by the San Diego Unified Port District in U.S. District Court for the Southern District of California against TDY Industries, Inc. (“TDY”) relating to alleged environmental contamination on property located in San Diego and formerly leased by TDY, the related cross claim of the San Diego International Airport and the related action commenced in December 2006 by General Dynamics Corporation against TDY was finalized in April 2007.

     TDY has conducted an environmental assessment of the San Diego facility pursuant to an October 2004 Order, as revised and amended, from the San Diego Regional Water Quality Control Board (“Regional Board”). TDY will perform remediation activities pursuant to the Order. At March 31, 2007, the Company had adequate reserves for these matters. However, the cost of the remediation cannot be predicted with certainty and could have a material adverse affect on the Company’s results of operations and financial condition.

     The consent judgment reflecting the agreement among TDY, the other PRPs and the U.S. Government relating to the Li Tungsten Superfund Site was executed, published for comment and lodged with the court. Under the consent judgment, TDY will complete the remediation of the remaining portions of the site and will receive contribution from other PRPs. Based on information presently available, the Company believes its reserves on this matter are adequate. However, the cost of the remediation cannot be predicted with certainty and could have a material adverse affect on the Company’s results of operations and financial condition.

     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, employment, employee benefits, taxes, environmental and health and safety, 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.

     Reserves for restructuring charges recorded in prior years involving future payments were approximately $2 million at March 31, 2007 and $3 million at December 31, 2006. The reserves relate to severance obligations and environmental exit costs.

16

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

Overview

     Allegheny Technologies Incorporated (ATI) is a Delaware corporation with its principal executive offices located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479, telephone number (412) 394-2800. Allegheny Technologies was formed on August 15, 1996 as a result of the combination of Allegheny Ludlum Corporation and Teledyne, Inc. References to “Allegheny Technologies,” “ATI,” the “Company,” the “Registrant,” “we,” “our” and “us” and similar terms mean Allegheny Technologies Incorporated and its subsidiaries, unless the context otherwise requires.

     Allegheny Technologies is one of the largest and most diversified specialty metals producers in the world. We use innovative technologies to offer growing 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, stainless and specialty steel alloys, grain-oriented silicon electrical steel and tool steels, tungsten-based materials, and forgings and castings. Our specialty metals are produced in a wide range of alloys and product forms and are selected for use in environments 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 2007 and 2006:

	2007						2006
				Operating						Operating
	Revenue			Profit			Revenue			Profit
High Performance Metals		35	%		49	%		39	%		68	%
Flat-Rolled Products		57	%		47	%		50	%		24	%
Engineered Products		8	%		4	%		11	%		8	%

     Sales for the first quarter 2007 were $1.37 billion, an increase of 32% compared to the first quarter 2006. Compared to the 2006 first quarter, sales for the 2007 first quarter increased 16% in the High Performance Metals segment and 52% in the Flat-Rolled Products segment, and were flat in the Engineered Products segment. Our key growth markets, namely aerospace and defense, chemical process industry, oil and gas, and electrical energy remained strong, reaching 61% of our first quarter 2007 sales. Aerospace and defense was the largest of our markets at 29% of first quarter 2007 sales. For the first quarter 2007, direct international sales were $334.7 million, or 24.4% of total sales.

     Segment operating profit for the first quarter 2007 increased 59%, compared to the first quarter 2006, to $340.3 million, or 24.8% of sales. Operating performance in 2007 continued to benefit from strong end-market demand and higher selling prices for most of our products, and ATI Business System initiatives to reduce costs and improve productivity. Segment operating profit as a percentage of sales for the three month periods ended March 31, 2007 and 2006 were:

	Three Months Ended
	March 31,
	2007			2006
High Performance Metals		35.1	%		35.2	%
Flat-Rolled Products		20.4	%		10.0	%
Engineered Products		11.3	%		16.0	%

17

     Results for the first quarter 2007 included a LIFO inventory valuation reserve charge of $20.9 million, due primarily to higher nickel and nickel-bearing scrap raw material costs. For the same 2006 period, the LIFO inventory valuation reserve charge was $6.9 million. First quarter 2007 gross cost reductions, before the effects of inflation, totaled $27.7 million.

     In the first quarter 2007, we entered into new four-year labor agreements with United Steelworkers represented employees at ATI Allegheny Ludlum and at ATI’s Albany, OR titanium operations. The new agreements expire on June 30, 2011, and succeed existing contracts that run through June 30, 2007. The new agreements include wage and benefit increases that are in line with anticipated inflation. The ATI Allegheny Ludlum contract provides for profit sharing above a specified minimum pre-tax profit at the ATI Allegheny Ludlum operations, and is capped to provide for no more than $20 million of profit sharing payments under this provision over the four-year life of the contract. Any profit sharing payments made under this provision are contributed to an independently administered VEBA (Voluntary Employee Benefit Association) trust. As a result of the new agreements, we recognized a non-recurring charge of $7.0 million, or $4.4 million after-tax, in the first quarter 2007, which is primarily reflected in the operating results of the High Performance Metals and Flat-Rolled Products business segments.

     Income before tax for the first quarter 2007 was $304.6 million, an increase of $138.2 million compared to the first quarter 2006. Net income for the first quarter 2007 was $197.8 million, or $1.92 per share, compared to the first quarter 2006 of $106.5 million, or $1.04 per share. First quarter 2007 results include an income tax provision of $106.8 million, or 35.1% of income before tax, compared to an income tax provision of $59.9 million, or 36.0% of income before tax, for the comparable 2006 quarter. The 2007 first quarter benefited from a lower income tax provision due to a $4.2 million reduction in the valuation allowances associated with state deferred tax assets.

     Looking ahead, we expect ATI’s overall performance in the second quarter 2007 to be similar to that achieved in the first quarter 2007 with improved results in our High Performance Metals segment offsetting somewhat lower results in our Flat-Rolled Products segment. However, continued volatility in the cost of nickel has the potential to drive LIFO inventory valuation charges in the second quarter 2007 higher than the first quarter 2007.

     Our key growth markets remain strong, and we are well positioned to benefit from these strong markets. Our strategic capital projects are providing the opportunities for further profitable growth. Titanium alloy shipments under long-term agreements are expected to increase from the first quarter 2007 levels over the course of the year. We believe we can achieve our 2007 titanium mill products shipment growth target, which is 25% greater than 2006 shipments. Our total titanium mill products shipments in 2006 were approximately 31 million pounds. We are seeing increased demand for our zirconium and hafnium alloys for nuclear energy refueling and refurbishment projects, and we expect demand to get stronger in the future as new nuclear energy construction begins. As a result, we expect revenue and operating profit growth in the High Performance Metals segment throughout the remainder of 2007. Sustained good performance is expected from the Flat-Rolled Products segment. Finally, improving performance is expected from the Engineered Products segment.

High Performance Metals Segment

     Sales increased 16% to $477.4 million, compared to the first quarter 2006. Demand for our titanium alloys, nickel-based alloys and superalloys, and vacuum melted specialty alloys was strong from the aerospace and defense market, and oil and gas markets. First quarter 2007 shipments of our titanium mill products to airframe customers far exceeded our original expectations. Shipments of standard grade titanium and nickel-based alloy bar products were slightly lower, compared to the fourth quarter 2006, due to inventory management actions by distributors, especially for medical and oil and gas applications. Demand was very strong for our exotic alloys from the global chemical process industry, aerospace and defense, and nuclear electrical energy markets. Segment operating profit in the quarter reached $167.5 million, or 35.1% of sales, a $22.3 million increase compared to the first quarter 2006. The significant increase in operating profit primarily resulted from increased shipments of titanium products, higher selling prices, improved product mix, and the benefits of gross cost reductions. In addition, raw material cost inflation and higher inventory levels resulted in a LIFO inventory valuation reserve charge of $6.6 million in the first quarter 2007, compared to a LIFO inventory valuation reserve charge of $6.9 million in the comparable 2006 period. Results for the 2007 first quarter benefited from $8.0 million of gross cost reductions.

     Certain comparative information on the segment’s major products for the three months ended March 31, 2007 and 2006 is provided in the following table:

18

	Three Months Ended
	March 31,				%
	2007		2006		Change
Volume (000’s pounds):
Nickel-based and specialty alloys		10,352		10,978		(6	)%
Titanium mill products		7,068		6,391		11	%
Exotic alloys		985		1,177		(16	)%
Average prices (per pound):
Nickel-based and specialty alloys	$	17.90	$	12.92		39	%
Titanium mill products	$	32.89	$	31.58		4	%
Exotic alloys	$	43.52	$	38.33		14	%

     Shipments of nickel-based and specialty alloys declined primarily due to product mix and inventory management actions at distributors. Shipments of exotic alloys declined primarily due to product mix and the timing of deliveries.

Flat-Rolled Products Segment

     First quarter 2007 sales were $783.7 million, 52% higher than the first quarter 2006, as significantly higher raw material surcharges and improved product mix offset an 8% decrease in total pounds shipped. Demand was strong for our specialty and titanium sheet, specialty plate, and grain-oriented silicon electrical steel products from the chemical process industry and oil and gas markets, which represented 28% of first quarter 2007 segment sales, electrical energy, 13% of first quarter 2007 segment sales, and aerospace and defense, 6% of first quarter 2007 segment sales. Demand for stainless sheet commodity products was lower primarily due to U.S. service center customers reducing inventories and remaining cautious due to increasing nickel surcharges. While total high-value products shipments were comparable to first quarter 2006, shipments of specialty and titanium sheet, specialty plate, and grain-oriented silicon electrical steel continued to improve, significantly exceeding year-ago levels and offsetting lower shipments of engineered strip and Precision-Rolled Strip^® products. Shipments of commodity products deceased 13% compared to the first quarter 2006 and 26% compared to the fourth quarter 2006. Total first quarter shipments decreased by 15% compared to the fourth quarter 2006.

     Segment operating profit increased to $160.2 million, or 20.4% of sales, an increase of $108.7 million compared to the first quarter 2006, primarily as a result of improved product mix for higher value products and the benefit of gross cost reductions. This was accomplished in spite of a significantly higher LIFO inventory valuation reserve charge, due primarily to higher nickel and nickel-bearing scrap raw material costs. First quarter 2007 results included a LIFO inventory valuation reserve charge of $14.0 million, compared to no charge in the first quarter 2006. Additionally, 2007 results were negatively impacted by $5.9 million of pre-tax, non-recurring costs related to early resolution of new labor agreement for our ATI Allegheny Ludlum business. Results for the 2007 first quarter benefited from $16.3 million in gross cost reductions.

     Comparative information on the segment’s products for the three months ended March 31, 2007 and 2006 is provided in the following table:

	Three Months Ended
	March 31,				%
	2007		2006		Change
Volume (000’s pounds):
High value		127,808		127,758		—	%
Commodity		161,680		185,445		(13	)%
Total		289,488		313,203		(8	)%
Average prices (per lb.):
High value	$	3.22	$	2.23		44	%
Commodity	$	2.30	$	1.23		87	%
Combined Average	$	2.70	$	1.64		65	%

19

Engineered Products Segment

     Sales for the first quarter 2007 of $111.5 million were comparable to the first quarter 2006. Demand for our tungsten and tungsten carbide products was strong from the power generation and medical markets. Demand was strong for our forged products from the construction and mining, and oil and gas markets. Demand for our cast products was strong from the wind energy market and was good from the transportation and oil and gas markets. Demand remained very strong for our titanium precision metal processing conversion services. Segment operating profit in the first quarter 2007 was $12.6 million, or 11.3% of sales, compared to $17.8 million, or 16.0% of sales, for the comparable 2006 period. The decline in operating profit was primarily due to higher purchased ammonium paratungstate (APT) raw material costs and start-up costs associated with expanding our capacity to internally source all of our APT and cobalt requirements. The APT expansion is in operation and we expect to be self-sufficient for our APT needs by the end of the second quarter 2007. Additionally, first quarter 2007 results included a LIFO inventory valuation reserve charge of $0.3 million, compared to no charge in the first quarter 2006. Results benefited from $3.4 million of gross cost reductions.

Corporate Items

     Corporate expenses increased to $21.0 million for the first quarter of 2007, compared to $13.9 million in the year-ago period. This increase is due primarily to expenses associated with annual performance-based cash incentive compensation programs and long-term performance-based equity and cash incentive compensation programs.

     Net interest expense decreased to $4.3 million from $7.5 million for the same period last year primarily due to increased interest income resulting from higher cash balances and capitalized interest. Increased capital expenditures associated with strategic investments to expand our production capabilities resulted in higher interest capitalization on capital projects. Interest expense was reduced by $1.6 million in 2007 first quarter and $0.8 million in the 2006 first quarter related to interest capitalization on capital projects.

     Other expense, net of gains on asset sales, includes charges incurred in connection with closed operations, pretax gains and losses on the sale of surplus real estate 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 income and resulted in other expense of $2.8 million for the first quarter of 2007 and $6.1 million for the first quarter of 2006.

     Retirement benefit expense decreased to $7.6 million in the first quarter 2007, compared to $20.6 million in the first quarter 2006, primarily as a result of higher than expected returns on plan assets in 2006 and the positive benefits of the 2006 voluntary pension contribution. For the first quarter 2007, the amount of retirement benefit expense included in cost of sales was $5.0 million, and the amount included in selling and administrative expenses was $2.6 million. For the first quarter 2006, the amount of retirement benefit expense included in cost of sales was $13.4 million, and the amount included in selling and administrative expenses was $7.2 million.

Income Taxes

     Results for the first quarter 2007 include a provision for income taxes of $106.8 million, or 35.1% of income before tax, compared to an income tax provision of $59.9 million, or 36.0% of income before tax, for the comparable 2006 quarter. The 2007 first quarter benefited from a lower income tax provision due to a $4.2 million non-recurring reduction in the valuation allowances associated with state deferred tax assets as a result of the increased profitability of the Flat-Rolled Products segment.

Financial Condition and Liquidity

     We believe that internally generated funds, current cash on hand, and available borrowings under existing secured 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 secured credit facility during the first three months of 2007, or at any time during the years 2006 or 2005. However, a portion of this secured credit facility is utilized to support letters of credit.

     Our ability to access the credit markets in the future to obtain additional financing, if needed, may be influenced by our credit rating. In April 2007, Moody’s Investor Service’s upgraded our corporate family credit rating to Ba1 with a stable outlook. In March 2007, Standard & Poor’s Ratings Services placed the Company’s credit ratings,

20

including its ‘BB’ corporate credit rating, on CreditWatch with positive implications. Changes in our credit rating do not impact our access to, or the cost of, our existing credit facilities.

Cash Flow and Working Capital

     For the three months ended March 31, 2007, cash provided by operating activities was $74.7 million, as the significant improvement in operating earnings more than offset a $163.9 million increase in managed working capital. Investing activities included capital expenditures of $57.7 million. Cash used in financing activities was $1.3 million in the first quarter 2007, as dividend payments of $13.2 million and a reduction in borrowings of $11.0 million were partially offset by $3.7 million of proceeds received from the exercise of stock options, and tax benefits on share-based compensation of $19.2 million. At March 31, 2007, cash and cash equivalents totaled $518.0 million, an increase of $15.7 million from year end 2006.

     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, 2007, managed working capital was 31.2% of annualized sales, compared to 29.0% of annualized sales at December 31, 2006. During the first three months of 2007, managed working capital increased by $163.9 million, to $1,746.1 million. The increase in managed working capital from December 31, 2006, was due to increased accounts receivable of $75.1 million, which reflects the timing of sales in the first quarter 2007 compared to the fourth quarter 2006, and increased inventory of $175.3 million, mostly as a result of higher raw material costs, which was partially offset by increased accounts payable of $86.5 million. Most of the increase in raw material costs is expected to be recovered through surcharges and index pricing mechanisms. Managed working capital has increased $1.2 billion since year-end 2002, as our level of business activity has increased significantly and raw material costs have increased. This increase in managed working capital is expected to represent a future source of cash if the level of business activity were to decline. While accounts receivable and inventory balances have increased during 2007, days sales outstanding, which measures actual collection timing for accounts receivable, have stayed relatively constant. Gross inventory turns, which excludes the effect of LIFO inventory valuation reserves, declined compared to year-end 2006, due primarily to a shift in mix to more value-added products.

     The components of managed working capital were as follows:

	March 31,			December 31,
(in millions)	2007			2006
Accounts receivable	$	686.8		$	610.9
Inventories		954.7			798.7
Accounts payable		(442.1	)		(355.1	)
Subtotal		1,199.4			1,054.5
Allowance for doubtful accounts		5.5			5.7
LIFO reserves		487.6			466.7
Corporate and other		53.6			55.3
Managed working capital	$	1,746.1		$	1,582.2
Annualized prior two months sales	$	5,600.3		$	5,453.5
Managed working capital as a % of annualized sales		31.2	%		29.0	%
Change in managed working capital from December 31, 2006	$	163.9

21

Capital Expenditures

     Capital expenditures for 2007 are expected to be between $450 and $500 million, of which approximately $58 million was expended in the first three months of 2007. As previously announced, we have committed to significantly expand our manufacturing capabilities to meet current and expected demand growth from the aerospace (engine and airframe), 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. We expect our capital spending to increase throughout 2007 as we proceed with our expansion plans. These self-funded strategic investments remain on track to be completed as planned and include:

• The expansion of ATI’s aerospace quality titanium sponge production capabilities, including our titanium sponge facility in Albany, OR, and our greenfield premium-grade titanium sponge (qualified for jet engine rotating parts) facility in Rowley, UT. The tenth titanium sponge reduction furnace at Albany, OR began production in mid-April 2007, bringing our current annual titanium sponge capacity at this facility to approximately 13 million pounds. When the full expansion of the Albany facility is completed in the first half 2008, we now expect that this facility will be capable of producing 22 million pounds annually of aerospace quality titanium sponge. The Rowley, UT sponge facility remains on schedule, and we expect to begin producing premium-grade titanium sponge by the end of 2008, with 24 million pounds of annual capacity to be reached by mid-2009. Upon completion of these titanium sponge expansion projects, our annual sponge production capacity is projected to be 46 million pounds. In addition, the Utah facility will have the infrastructure in place to further expand annual capacity by approximately 18 million pounds, bringing the total annual capacity at that facility to 42 million pounds, if needed. We expect to supplement our requirements with titanium sponge and titanium scrap purchases from external sources.

• The expansion of ATI’s melting capabilities for titanium and titanium-based alloys, nickel-based alloys and superalloys, and specialty alloys. For titanium melting, two new vacuum-arc remelt (VAR) furnaces are on line and our third Plasma Arc Melt (PAM) furnace is in start-up. Plasma arc melting is a superior cold-hearth melting process for making alloyed titanium products for jet engine rotating parts, medical applications, and other critical applications. VAR melting is a consumable electrode re-melting process that improves the cleanliness and chemical homogeneity of the alloys. We expect this PAM furnace to be qualified and in commercial operation in the third quarter 2007. Up to seven additional VARs are expected to become operational as follows: one in the third quarter 2007, two in the first quarter 2008, with the remaining VARs to be added in 2008 and 2009 based on production requirements to support titanium and premium nickel-based superalloy growth. A fourth PAM furnace to support premium titanium alloy growth requirements is expected to begin production by the fourth quarter 2008.

• The expansion of ATI’s mill products processing and finishing capabilities for titanium and titanium-based alloys, nickel-based alloys and superalloys, and specialty alloys. Announced projects include expanding titanium precision metal processing conversion capacity, which is expected to be completed in the second quarter 2007, and expansion of our forging capacity at our Bakers, NC facility through the addition of an integrated 10,000 ton press forge, 700mm rotary forge, and conditioning, finishing and inspection facilities to support increased forged product requirements, which is expected to be operational by the third quarter 2009. Forging is a hot-forming process that produces wrought forging billet and forged machining bar from an ingot. We also are expanding our titanium and specialty plate facility located in Washington, PA, which is expected to be completed in the second quarter 2008. In addition to titanium and titanium alloys, ATI’s specialty plate products include duplex alloys, superaustenitic alloys, nickel-based alloys, zirconium alloys, armor plate, and common austenitic stainless grades. This project will include increasing reheat furnace, annealing, and flattening capacity at the existing plate mill, expanding plate size capabilities, and implementing productivity improvements.

     Additionally, STAL, our Chinese joint venture company in which ATI has a 60% interest, commenced an expansion of its operations in Shanghai, China in late 2006. This expansion, which is expected to more than triple STAL’s rolling and slitting capacity to produce Precision Rolled Strip^® products, is estimated to cost approximately $110 million. The expansion is expected to be fully operational in the 2009 first quarter and is expected to be funded through capital contributions from the joint venture partners, bank credit lines, and the internal cash flow of the joint venture. Our cash contribution to this expansion was $24.8 million, of which $12.4 million was contributed by ATI in the 2006 third quarter with the remainder contributed in March 2007. The financial results of STAL are consolidated into our financial statements with the 40% interest of our minority partner recognized as other income or expense in the statements of income and as a liability in the statements of financial position.

22

Dividends

     A regular quarterly dividend of $0.13 per share of common stock was declared on February 22, 2007, payable on March 27, 2007 to stockholders of record at the close of business on March 19, 2007. On May 2, 2007, a regular quarterly dividend of $0.13 per share of common stock was declared, payable on June 14, 2007 to stockholders of record at the close of business on May 31, 2007. 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.

Debt

     At March 31, 2007, we had $542.8 million in total outstanding debt, compared to $553.6 million at December 31, 2006, a decrease of $10.8 million. The decrease in debt was primarily due to reduced net borrowings at our foreign operations and scheduled debt maturity payments.

     In managing our overall capital structure, one of the measures on which we focus is net debt to total capitalization, which is the percentage of our debt to our total invested and borrowed capital. In determining this measure, debt and total capitalization are net of cash on hand which may be available to reduce borrowings. Our net debt to total capitalization improved to 1.4% at March 31, 2007, from 3.3% at December 31, 2006. The net debt to total capitalization was determined as follows:

(in millions)	March 31, 2007			December 31, 2006
Total debt	$	542.8		$	553.6
Less: cash		(518.0	)		(502.3	)
Net debt	$	24.8		$	51.3
Net debt	$	24.8		$	51.3
Stockholders’ equity		1,691.9			1,502.9
Total capital	$	1,716.7		$	1,554.2
Net debt to total capitalization		1.4	%		3.3	%

     We did not borrow funds under our $325 million secured domestic revolving credit facility (“the facility”) during the first three months of 2007, or during all of 2006, 2005 or 2004, although a portion of the facility has been utilized to support the issuance of letters of credit. Outstanding letters of credit issued under the facility at March 31, 2007, were approximately $89 million. The facility is secured by all accounts receivable and inventory of our U.S. operations. At March 31, 2007, we had the ability to access the entire $325 million undrawn availability under the facility, which is calculated including outstanding letters of credit and domestic cash on hand.

Retirement Benefits

     We have defined benefit pension plans and defined contribution plans covering substantially all of our employees. In the fourth quarter 2006 and 2005, and in third quarter 2004, we made voluntary cash contributions of $100 million, $100 million and $50 million, respectively, to our U.S. qualified defined benefit pension plan to improve the plan’s funded position. We are not required to make a contribution to the U.S. qualified defined benefit pension plan for 2007, and, based upon current regulations and actuarial analyses, we do not expect to be required to make cash contributions to the U.S. qualified defined benefit pension plan for at least the next several years. However, we may elect, depending upon the investment performance of the pension plan assets and other factors, to make additional voluntary cash contributions to this pension plan in the future.

23

Critical Accounting Policies

Inventory

     At March 31, 2007, we had net inventory of $954.7 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 volatile. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a rapid rise in raw material costs has a negative effect on our operating results. For example, during the first three months of 2007 the effect of the increase in raw material costs on our LIFO inventory valuation method resulted in cost of sales which was $20.9 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.

     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, 2007, no such 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 of our Annual Report on Form 10-K for the year ended December 31, 2006.

     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.

New Accounting Pronouncements

     In the 2007 first quarter, as required, we adopted Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) titled “Accounting for Planned Major Maintenance Activities” (“FSP PMMA”). This FSP amends an AICPA Industry Audit guide and is applicable to all industries that accrue for planned major maintenance activities. The FSP PMMA prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities, which was the policy we previously used to record planned plant outage costs on an interim basis within a fiscal year, and also to record the costs of major equipment rebuilds which extend the life of capital equipment. The FSP PMMA was effective as of the beginning of our 2007 fiscal year, with retrospective application to all prior periods presented. Under the FSP PMMA, we report results using the deferral method whereby major equipment rebuilds are capitalized as costs are incurred and amortized to expense over the estimated useful lives, and planned plant outage costs are fully recognized in the interim period of the outage. The adoption of the FSP

24

PMMA on January 1, 2007, resulted in an increase to retained earnings of $10.3 million, net of related taxes. As required by the FSP PMMA, our financial statements have been restated to reflect this FSP as if this standard had been applied to the earliest period presented. As a result, our net income for the three months ended March 31, 2006 increased $4.0 million, or $0.04 per share.

     In the 2007 first quarter, we also adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 prescribes recognition and measurement standards for a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two step process. The first step is the determination of whether a tax position should be recognized in the financial statements. Under FIN 48, a tax position taken or expected to be taken in a tax return is to be recognized only if we determine that it is more-likely-than-not that the tax position will be sustained upon examination by the tax authorities based upon the technical merits of the position. In step two, for those tax positions which should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. FIN 48 was effective for the beginning of ATI’s 2007 fiscal year, with adoption treated as a cumulative-effect type reduction to retained earnings of $5.6 million as of the beginning of 2007.

     As a result of implementing this Interpretation, we recognized a $19.4 million increase in the long-term liability for unrecognized tax benefits, and a $13.8 million increase in deferred tax assets for tax positions which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The net result of these recognized assets and liabilities was a reduction to beginning retained earnings of $5.6 million. Including liabilities recognized in the FIN 48 adoption, our total liabilities for unrecognized tax benefits at January 1, 2007 were $26.3 million. Interest and penalties recognized at the FIN 48 adoption were $3.5 million. It is our policy to classify interest and penalties recognized on underpayment of income taxes as income tax expense. For the quarter ended March 31, 2007, our income tax provision included an additional $2.3 million of expense related to uncertain tax positions, which increased the long-term liability to $28.6 million. We expect that settlements for nearly all of the contractual cash obligations for liabilities for uncertain tax positions will occur more than five years in the future.

     Including tax positions for which we determined that the tax position would not meet the more-likely-than-not recognition threshold upon examination by the tax authorities based upon the technical merits of the position, the total estimated unrecognized tax benefit that, if recognized, would affect our effective tax rate was approximately $12 million. At this time, we does not believe that it is reasonably possible that there will be a material change in the estimated unrecognized tax benefits within the next twelve months.

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, including 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, construction and mining, automotive, electrical energy, chemical process industry, oil and gas, 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 and the integration of acquired businesses, 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) the other risk factors summarized in our

25

Annual Report on Form 10-K for the year ended December 31, 2006, and 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

     Market Risks associated with our business are discussed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2006. There were no material changes in these Market Risks during the first quarter 2007.

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 of March 31, 2007, and they concluded that these 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 of March 31, 2007, conducted by our Chief Executive Officer and Chief Financial Officer, that occurred during the quarter ended March 31, 2007 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, employment, employee benefits, environmental and health and safety, 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, 2006, and updated in Note 11 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, 2006, 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.

26

Item 2. Change in Securities, Use of Proceeds And Issuer Purchases of Equity Securities

							(d) Maximum Number (or
							Approximate Dollar
	(a) Total						Value) of Shares
	Number of				(c) Total Number of		(or Units)
	Shares (or				Shares (or Units)		that May Yet Be
	Units)		(b) Average Price		Purchased as Part of		Purchased
	Purchased		Paid per Share		Publicly Announced		Under the Plans or
Period	(1)		(or Unit)		Plans or Programs		Programs
Month 1 (1/1-1/31/07)		500,828	$	98.98		0		0
Month 2 (2/1 — 2/28/07)		—		—
Month 3 (3/1 — 3/31/07)		—		—
Total		500,828	$	98.98		0		0

(1) Shares withheld to satisfy employee owed taxes under compensation plans.

Item 6. Exhibits

     (a) Exhibits

10.1	Allegheny Technologies Incorporated 2007 Incentive Plan for Selected Officers, Key Employees and Non-Employee Directors (filed herewith)*.
10.2	Key Executive Performance Plan, as amended February 21, 2007 (filed herewith)*.
10.3	Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2007 (filed herewith)*.
10.4	Form of Restricted Stock Agreement dated February 21, 2007 (filed herewith)*.
10.5	2007 Annual Incentive Plan (filed herewith)*.
10.6	Administrative Rules for the Non-Employee Director Restricted Stock Program effective as of May 2, 2007 (filed herewith)*.
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).

* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.

27

SIGNATURES

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

ALLEGHENY TECHNOLOGIES INCORPORATED
(Registrant)

Date: May 3, 2007	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 3, 2007	By /s/ Dale G. Reid
	Dale G. Reid
	Vice President, Controller and Chief Accounting Officer and Treasurer (Principal Accounting Officer)

28

EXHIBIT INDEX

10.1	Allegheny Technologies Incorporated 2007 Incentive Plan for Selected Officers, Key Employees and Non-Employee Directors.
10.2	Key Executive Performance Plan, as amended February 21, 2007.
10.3	Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2007.
10.4	Form of Restricted Stock Agreement dated February 21, 2007.
10.5	2007 Annual Incentive Plan.
10.6	Administrative Rules for the Non-Employee Director Restricted Stock Program effective as of May 2, 2007.
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.

29

EX-10.1

Exhibit 10.1

ALLEGHENY TECHNOLOGIES INCORPORATED

2007 INCENTIVE PLAN

FOR SELECTED OFFICERS, KEY EMPLOYEES AND

NON-EMPLOYEE DIRECTORS

Article I.
Purpose and Adoption of the Plan

1.1. Purpose. The purpose of the Allegheny Technologies Incorporated 2007 Incentive Plan (hereinafter referred to as the “Plan”) is to assist Allegheny Technologies Incorporated and its subsidiaries (the “Company”) in attracting and retaining highly competent employees and directors, to act as an incentive in motivating selected officers and other key employees and non-employee directors of the Company to achieve long-term corporate objectives and to enable cash incentive awards to qualify as performance-based compensation for purposes of the tax deduction limitations under Section 162(m) of the Code.

1.2. Adoption and Term. The Plan has been approved by the Board of Directors of Allegheny Technologies Incorporated (the “Board”) on February 22, 2007 and shall become effective on May 2, 2007 if approved by the stockholders of the Company at its 2007 Annual Meeting of Stockholders. The Plan shall remain in effect until the tenth anniversary of the date the stockholders of the Company approve the Plan, unless terminated by action of the Board prior to that date, and, if the material terms of the Performance Goals are changed from those set forth in this Plan when initially approved by the stockholders, the provisions of Articles VII, VIII, IX and X with respect to performance-based awards to “covered employees” under Section 162(m) of the Code shall expire as of the fifth anniversary of the date the stockholders of the Company approved the Plan, unless the changed Performance Goals are approved by the stockholders of the Company.

1.3. The Prior Plans. The Company previously adopted the Allegheny Teledyne Incorporated 1996 Incentive Plan, the Allegheny Technologies Incorporated 2000 Incentive Plan and the Allegheny Technologies Incorporated 1996 Non-Employee Director Stock Compensation Plan (collectively, the “Prior Plans”). Awards granted under the Prior Plans prior to the date the stockholders of the Company approve this Plan shall not be affected by the adoption of this Plan, and the Prior Plans shall remain in effect following the date the stockholders of the Company approve this Plan to the extent necessary to administer such awards, but no new Awards shall be granted under the Prior Plans after the date the stockholders of the Company approve this Plan.

Article II.
Definitions

For the purpose of this Plan, capitalized terms shall have the following meanings:

2.1. Award means any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation Rights described in Article VI, Restricted Shares described in Article VII, Performance Awards described in Article VIII, Awards of cash or any other Award made under the terms of the Plan.

2.2. Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan.

2.3. Award Period means, with respect to an Award, the period of time set forth in the Award Agreement during which specified target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.

2.4. Beneficiary means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company or by operation of law, succeeds to the rights and obligations of the Participant under the Plan and the Award Agreement upon the Participant’s death.

2.5. Board means the Board of Directors of the Company.

2.6. Change in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

(a)	The acquisition in one or more transactions, other than from the Company, 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 Company Voting Securities in excess of 25% of the Company Voting Securities unless such acquisition has been approved by the Board;
(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 the Effective Date and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date; provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted 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);
(c)	Approval by the stockholders of the Company 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

2

of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) 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 Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

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

2.7. Code means the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

2.8. Committee means the Committee defined in Section 3.1.

2.9. Company or Corporation means Allegheny Technologies Incorporated, a Delaware corporation, and its successors.

2.10. Common Stock means Common Stock of the Company, par value $.10 per share.

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

2.12. Date of Grant means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date on which the Committee approves the granting of such Award.

2.13. Effective Date shall have the meaning given to such term in Section 1.2.

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

2.15. Exercise Price means, with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant, as further described in Section 6.2(b).

2.16. 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 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.

3

2.17. Incentive Stock Option means a stock option within the meaning of Section 422 of the Code. Incentive Stock Options cannot be granted to directors notwithstanding any provisions of the Plan to the contrary.

2.18. Merger means any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the Company.

2.19. Non-Qualified Stock Option means a stock option which is not an Incentive Stock Option.

2.20. Options means all Non-Qualified Stock Options and/or Incentive Stock Options granted at any time under the Plan.

2.21. Outstanding Common Stock means, at any time, the issued and outstanding shares of Common Stock.

2.22. Participant means a person designated to receive an Award under the Plan in accordance with Section 5.1.

2.23. Performance Awards means Awards granted in accordance with Article VIII.

2.24. Performance Goals means operating income, operating profit, income before taxes, earnings per share, return on investment or working capital, return on stockholders’ equity, economic value added (the amount, if any, by which net operating profit after tax exceeds a reference cost of capital), balanced scorecard, cash flow, reductions in inventory, inventory turns and on-time delivery performance, any one of which may be measured with respect to the Company or any one or more of its Subsidiaries or business units and either in absolute terms or as compared to another company or companies, and safety measures and other quantifiable, objective measures of individual performance relevant to the particular individual’s job responsibilities.

2.25. Plan means the Allegheny Technologies Incorporated 2007 Incentive Plan as described herein, as the same may be amended from time to time.

2.26. Prior Plans shall have the meaning given to such term in Section 1.3.

2.27. Purchase Price, with respect to Options, shall have the meaning set forth in Section 6.1(b).

2.28. [Intentionally left blank.]

2.29. Restricted Shares means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.

2.30. Retirement means early or normal retirement under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Participant participates.

4

2.31. Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and any successor rule.

2.32. Stock Appreciation Rights means Awards granted in accordance with Article VI.

2.33. Subsidiary means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

2.34. Termination of Employment means the voluntary or involuntary termination of a Participant’s employment with the Company or a Subsidiary for any reason, including death, disability, retirement or as the result of the divestiture of the Participant’s employer or any similar transaction in which the Participant’s employer ceases to be the Company or one of its Subsidiaries. Whether entering military or other government service shall constitute Termination of Employment, or whether a Termination of Employment shall occur as a result of disability, shall be determined in each case by the Committee in its sole discretion.

Article III.
Administration

3.1. Committee. The Plan shall be administered by a committee or committees of the Board (“Committee”) comprised solely of independent members of the Board of Directors. The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its Participants. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate and to cancel Awards (including those made pursuant to other plans of the Company), and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee shall not, however, have or exercise any discretion that would disqualify amounts payable under Article X as performance-based compensation for purposes of Section 162(m) of the Code. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company. In addition, the independent members of the full Board may exercise any of the powers and authority of the Committee under the Plan. In the event of such delegation of authority or exercise of authority by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate, to the delegate of the Committee or the Board. The selection of members of the Committee or any subcommittee thereof, and any delegation by the Committee to designated officers or employees, under this Section 3.1 shall comply with Section 16(b) of the Exchange Act, the performance-based provisions of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors to such statutory provisions or regulations, as in effect from time to time, except to the extent that the Board determines that such compliance is not necessary or desirable.

5

Article IV.
Shares

4.1. Number of Shares Issuable. The total number of shares authorized to be issued under the Plan shall equal 2.5 million shares of the Common Stock as of the Effective Date. The number of shares available for issuance under the Plan shall be subject to adjustment in accordance with Section 10.7. The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock which shall have been reacquired by the Company.

4.2. Shares Subject to Terminated Awards. Common Stock covered by any unexercised portions of terminated Options (including canceled Options) granted under Article VI, Common Stock forfeited as provided in Section 7.2(a) and Common Stock subject to any Awards which are otherwise surrendered by the Participant may again be subject to new Awards under the Plan. Common Stock subject to Options, or portions thereof, which have been surrendered in connection with the exercise of Stock Appreciation Rights shall not be available for subsequent Awards under the Plan, but Common Stock issued in payment of such Stock Appreciation Rights shall not be charged against the number of shares of Common Stock available for the grant of Awards hereunder. Common Stock covered by awards granted under the Prior Plans that after the Effective Date are terminated unexercised, forfeited or otherwise surrendered shall be available for subsequent Awards under this Plan. Notwithstanding anything to the contrary contained herein: (i) shares of Common Stock tendered in payment of an Option shall not be added to the aggregate plan limit described above; (ii) shares of Common Stock withheld by the Company to satisfy any tax withholding obligation shall not be added to the aggregate plan limit described above; (iii) shares of Common Stock that are repurchased by the Company with Option proceeds shall not be added to the aggregate plan limit described above; and (iv) all shares of Common Stock covered by a Stock Appreciation Right, to the extent that it is exercised and settled in shares of Common Stock, and whether or not shares of Common Stock are actually issued to the Participant upon exercise of the Stock Appreciation Right, shall be considered issued or transferred pursuant to the Plan.

Article V.
Participation

5.1. Eligible Participants. Participants in the Plan shall be such officers and other key employees of the Company and/or any one or more of its Subsidiaries as the Committee, in its sole discretion, may designate from time to time, and directors who are non-employee members of the Company’s Board of Directors. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive awards or grants under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards. Notwithstanding any provision herein to the contrary, the Committee may grant Awards under the Plan, other than Incentive Stock Options, to non-employees who, in the judgment of the Committee, render significant services to the Company or any of its Subsidiaries, on such terms and conditions as the Committee deems appropriate and consistent with the intent of the Plan. Subject to adjustment in accordance with Section 10.7, in any calendar year, no Participant shall be granted Awards in

6

respect of more than 1 million shares of Common Stock (whether through grants of Options or Stock Appreciation Rights or other grants of Common Stock or rights with respect thereto) and $15 million in cash; provided, however, that any Award payable over a period of more than one year shall be pro-rated over the applicable period in determining the amount of the Award granted in any calendar year.

Article VI.
Stock Options and Stock Appreciation Rights

6.1. Option Awards.

(a)	Grant of Options. The Committee may grant, to such Participants as the Committee may select, Options entitling the Participant to purchase shares of Common Stock from the Company in such number, at such price, and on such terms and subject to such conditions, not inconsistent with the terms of this Plan, as may be established by the Committee. The terms of any Option granted under this Plan shall be set forth in an Award Agreement.
(b)	Purchase Price of Options. The Purchase Price of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be determined by the Committee; provided, however, that the Purchase Price of the Common Stock purchased pursuant to Options shall be equal to or greater than the Fair Market Value on the Date of Grant. The Committee shall not have the authority to decrease such price after the date of the Stock Option’s grant, except for adjustments appropriate to reflect a change in stock or a change in capitalization pursuant to Section 10.7.
(c)	Designation of Options. Except as otherwise expressly provided in the Plan, the Committee may designate, at the time of the grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified Stock Option.
(d)	Incentive Stock Option Share Limitation. No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company and its Subsidiaries) which would result in shares with an aggregate Fair Market Value (measured on the Date of Grant) of more than $100,000 first becoming exercisable in any one calendar year.
(e)	Rights as a Stockholder. A Participant or a transferee of an Option pursuant to Section 10.4 shall have no rights as a stockholder with respect to Common Stock covered by an Option until the Participant or transferee shall have become the holder of record of any such shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with respect to any such Common Stock for which the record date is prior to the date on which the Participant or a transferee of the Option shall have become the holder of record of any such shares covered by the Option; provided, however, that Participants are entitled to share adjustments to reflect capital changes under Section 10.7.

7

6.2. Stock Appreciation Rights.

(a)	Stock Appreciation Right Awards. The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights. Such Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant. Stock Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified Stock Options, subsequent to, the grant to such Participant of the related Option; provided, however, that: (i) any Option covering any share of Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same share, (ii) any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon the exercise of any related Option with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the same share of Common Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a share of Common Stock on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement, which amount shall be payable as provided in Section 6.2(c).
(b)	Exercise Price. The Exercise Price established under any Stock Appreciation Right granted under this Plan shall be determined by the Committee, but shall not be less than the Purchase Price of the related Option which shall be equal to or greater than the Fair Market Value of the underlying shares of Common Stock on the Date of Grant. Upon exercise of Stock Appreciation Rights granted in tandem with Options, the number of shares subject to exercise under any related Option shall automatically be reduced by the number of             shares of Common Stock represented by the Option or portion thereof which are surrendered as a result of the exercise of such Stock Appreciation Rights.
(c)	Payment of Incremental Value. Any payment which may become due from the Company by reason of a Participant’s exercise of a Stock Appreciation Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock, the number of shares of Common Stock delivered in satisfaction of such payment shall be determined by dividing the amount of such payment or portion thereof by the Fair Market Value on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional share would be issuable, the combination of cash and Common Stock payable to the Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional share.

6.3. Terms of Stock Options and Stock Appreciation Rights.

(a) Conditions on Exercise. An Award Agreement with respect to Options and/or Stock Appreciation Rights may contain such waiting periods, exercise dates and restrictions on exercise (including, but not limited to, periodic installments) as may be determined by the Committee at the time of grant (provided that the vesting schedule for Options and

8

Stock Appreciation Rights shall provide that the awards shall vest over a period of no less than three (3) years and except that rules regarding the exercise and or termination of Awards upon a Participant’s Disability, death, Termination of Employment or ceasing to be a Director will be provided in Participant’s Award Agreement with the Company) and the Committee may grant Options or Stock Appreciation Rights with a forfeiture period of less than three years as it deems necessary for recruitment purposes.

(b)

Duration of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall terminate after the first to occur of the following events:

(i)	Expiration of the Option or Stock Appreciation Right as provided in the Award Agreement; or
(ii)	Termination of the Award following the Participant’s disability, Retirement, death or other Termination of Employment as provided in the Award Agreement; or
(iii)	Ten years from the Date of Grant; or
(iv)	Solely in the case of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.

(c) Acceleration or Extension of Exercise Time. The Committee may (but shall not be obligated to) permit the exercise of an Option or Stock Appreciation Right (i) prior to the time such Option or Stock Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after the termination of the Option or Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration of the Option or Stock Appreciation Right.

6.4. Exercise Procedures. Each Option and Stock Appreciation Right granted under the Plan shall be exercised by written or electronic notice to the Company or by such other exercise procedures as may be provided in the Award Agreement which notice or other form of exercise must be received by the officer or employee of the Company designated in the Award Agreement on or before the close of business on the expiration date of the Award. The Purchase Price of shares purchased upon exercise of an Option granted under the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but shall not be required to) permit payment to be made by delivery to the Company of either (a) Common Stock (which may, in the sole discretion of the Committee, include Restricted Shares or shares otherwise issuable in connection with the exercise of the Option, subject to such rules as the Committee deems appropriate) or (b) any combination of cash and Common Stock, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program that complies with applicable law under which, if so instructed by the Participant, Common Stock may be issued directly to the Participant’s broker or dealer upon receipt of an irrevocable written or electronic notice of exercise from the Participant). In the event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase Price paid in cash upon the exercise

9

of any Option shall be added to the general funds of the Company and may be used for any proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to the Company as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.

6.5. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all Options outstanding on the date of such Change in Control, and all Stock Appreciation Rights shall become immediately and fully exercisable. The provisions of this Section 6.5 shall not be applicable to any Options or Stock Appreciation Rights granted to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities.

Article VII.
Restricted Shares

7.1. Restricted Share Awards. The Committee may grant to any Participant an Award of Common Stock in such number of shares, and on such terms, conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of purchased or designated shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares to “covered employees” (as defined in Section 162(m) of the Code), performance targets will be limited to specified levels of one or more of the Performance Goals. The terms of any Restricted Share Award granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with this Plan.

(a) Issuance of Restricted Shares. As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant, evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions contained in the Plan and the Award Agreement entered into by the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares the share certificates, if any, representing such Restricted Shares may be held in custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant; provided, however, that if the Restricted Shares are uncertificated, other arrangements may be made, in the discretion of the Committee, to ensure the enforcement of the restrictions on such Restricted Shares. Upon the lapse or release of all restrictions with respect to an Award as described in Section 7.1(d), one or more share certificates, registered in the name of the Participant, for an appropriate number of shares as provided in Section 7.1(d), free of any restrictions set forth in the Plan and the Award Agreement shall be delivered to the Participant.

10

(b)	Stockholder Rights. Beginning on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.1(a), the Participant shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in Section 7.1(a).
(c)	Restriction on Transferability. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged or sold prior to lapse of the restrictions applicable thereto.
(d)	Delivery of Shares Upon Vesting. Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 7.3, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 10.5, the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

7.2. Terms of Restricted Shares.

(a)

Forfeiture Periods. A grant of Restricted Shares pursuant to this Article VII shall be subject to a minimum forfeiture period of at least three (3) years, or such longer period as the Committee, in its sole discretion, may determine. Notwithstanding the foregoing, the Committee may grant shares of Restricted Shares with a forfeiture period of at least two (2) years, or such longer period as the Committee, in its sole discretion, may determine, so long as vesting is based on performance criteria and the Committee may grant shares of Restricted Shares with a forfeiture period of less than three years as it deems necessary for recruitment purposes.

(b)

Forfeiture of Restricted Shares. Subject to Sections 7.2(c) and 7.3, all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company or a Subsidiary as an employee or non-employee director until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Award Agreement. Subject to Section 7.2(a), the Committee shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.

11

(c) Waiver of Forfeiture Period. Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.

7.3. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all restrictions applicable to the Restricted Share Award shall terminate fully and the Participant shall immediately have the right to the delivery of share certificate or certificates for such shares in accordance with Section 7.1(d).

Article VIII.
Performance Awards

8.1. Performance Awards.

(a)

Award Periods and Calculations of Potential Incentive Amounts. The Committee may grant Performance Awards to Participants. A Performance Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which certain predetermined performance targets have been met during an Award Period. Performance Awards may be made in conjunction with, or in addition to, Restricted Share Awards made under Article VII. The Award Period shall be two or more fiscal or calendar years as determined by the Committee. The Committee, in its discretion and under such terms as it deems appropriate, may permit newly eligible employees, such as those who are promoted or newly hired, to receive Performance Awards after an Award Period has commenced.

(b)

Performance Targets. The performance targets may include such goals related to the performance of the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may be established by the Committee in its discretion. In the case of Performance Awards to “covered employees” (as defined in Section 162(m) of the Code), the targets will be limited to specified levels of one or more of the Performance Goals. The performance targets established by the Committee may vary for different Award Periods and need not be the same for each Participant receiving a Performance Award in an Award Period. Except to the extent inconsistent with the performance-based compensation exception under Section 162(m) of the Code, in the case of Performance Awards granted to employees to whom such section is applicable, the Committee, in its discretion, but only under extraordinary circumstances as determined by the Committee, may change any prior determination of performance targets for any Award Period at any time prior to the final determination of the Award when events or transactions occur to cause the performance targets to be an inappropriate measure of achievement.

12

(c)	Earning Performance Awards. The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine the percentage of the Performance Award to be earned based upon the degree of attainment of performance targets.
(d)	Payment of Earned Performance Awards. Subject to the requirements of Section 10.5, payments of earned Performance Awards shall be made in cash or Common Stock, or a combination of cash and Common Stock, in the discretion of the Committee. The Committee, in its sole discretion, may define such terms and conditions with respect to the payment of earned Performance Awards as it may deem desirable.

8.2. Terms of Performance Awards.

(a)	Termination of Employment. Unless otherwise provided below or in Section 8.3, in the case of a Participant’s Termination of Employment prior to the end of an Award Period, the Participant will not have earned any Performance Awards.
(b)	Retirement. If a Participant’s Termination of Employment is because of Retirement prior to the end of an Award Period, the Participant will not be paid any Performance Awards, unless the Committee, in its sole and exclusive discretion, determines that an Award should be paid. In such a case, the Participant shall be entitled to receive a pro-rata portion of his or her Award as determined under Subsection (d).
(c)	Death or Disability. If a Participant’s Termination of Employment is due to death or disability (as determined in the sole and exclusive discretion of the Committee) prior to the end of an Award Period, the Participant or the Participant’s personal representative shall be entitled to receive a pro-rata share of his or her Award as determined under Subsection (d).
(d)	Pro-Rata Payment. The amount of any payment made to a Participant whose employment is terminated by Retirement, death or disability (under circumstances described in Subsections (b) and (c)) will be the amount determined by multiplying the amount of the Performance Award which would have been earned, determined at the end of the Award Period, had such employment not been terminated, by a fraction, the numerator of which is the number of whole months such Participant was employed during the Award Period, and the denominator of which is the total number of months of the Award Period. Any such payment made to a Participant whose employment is terminated prior to the end of an Award Period under this Section 8.2 shall be made at the end of the respective Award Period, unless otherwise determined by the Committee in its sole discretion. Any partial payment previously made or credited to a deferred account for the benefit of a Participant as provided under Section 8.1(d) of the Plan shall be subtracted from the amount otherwise determined as payable as provided in this Section.
(e)	Other Events. Notwithstanding anything to the contrary in this Article VIII, the Committee may, in its sole and exclusive discretion, determine to pay all or any portion of a Performance Award to a Participant who has terminated employment prior to the end of an Award Period under certain circumstances (including the death, disability or

13

Retirement of the Participant or a material change in circumstances arising after the Date of Grant) and subject to such terms and conditions as the Committee shall deem appropriate.

8.3. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all Performance Awards for all Award Periods shall immediately become fully payable to all Participants and shall be paid to Participants in accordance with Section 8.2(d) within 30 days after such Change in Control.

8.4. Grant of Other Stock-Based Awards. Other stock-based awards, consisting of stock purchase rights, Awards of cash, Awards of Common Stock, or Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed by the Company and the Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

8.5. Terms of Other Stock-Based Awards. In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant to this Article VIII shall be subject to the following:

(a)	Any Common Stock subject to Awards made under this Article VIII may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses; and
(b)	If specified by the Committee in the Award Agreement, the recipient of an Award under this Article VIII shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Common Stock or other securities covered by the Award; and
(c)	The Award Agreement with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of a Termination of Employment prior to the exercise, realization or payment of such Award, whether such termination occurs because of Retirement, disability, death or other reason, with such provisions to take account of the specific nature and purpose of the Award.

8.6. Foreign Qualified Awards. Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such supplements to the Plan as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such supplement with terms or conditions inconsistent with the provision set forth in the Plan.

14

Article IX.
Short-Term Cash Incentive Awards

9.1. Eligibility. Executive officers of the Company who are from time to time determined by the Committee to be “covered employees” for purposes of Section 162(m) of the Code will be eligible to receive short-term cash incentive awards under this Article IX.

9.2. Awards.

(a)	Performance Targets. For each fiscal year of the Company, the Committee shall establish objective performance targets based on specified levels of one or more of the Performance Goals. Such performance targets shall be established by the Committee on a timely basis to ensure that the targets are considered “preestablished” for purposes of Section 162(m) of the Code.
(b)	Amounts of Awards. In conjunction with the establishment of performance targets for a fiscal year, the Committee shall adopt an objective formula (on the basis of percentages of Participants’ salaries, shares in a bonus pool or otherwise) for computing the respective amounts payable under the Plan to Participants if and to the extent that the performance targets are attained. Such formula shall comply with the requirements applicable to performance-based compensation plans under Section 162(m) of the Code and, to the extent based on percentages of a bonus pool, such percentages shall not exceed 100% in the aggregate.
(c)	Payment of Awards. Awards will be payable to Participants in cash each year upon prior written certification by the Committee of attainment of the specified performance targets for the preceding fiscal year.
(d)	Negative Discretion. Notwithstanding the attainment by the Company of the specified performance targets, the Committee shall have the discretion, which need not be exercised uniformly among the Participants, to reduce or eliminate the award that would be otherwise paid.
(e)	Guidelines. The Committee may adopt from time to time written policies for its implementation of this Article IX. Such guidelines shall reflect the intention of the Company that all payments hereunder qualify as performance-based compensation under Section 162(m) of the Code.
(f)	Non-Exclusive Arrangement. The adoption and operation of this Article IX shall not preclude the Board or the Committee from approving other short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case may be, deems appropriate and in the best interests of the Company.

15

Article X.
Terms Applicable Generally to Awards
Granted Under the Plan

10.1. Plan Provisions Control Award Terms. The terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the Committee have the power to grant any Award under the Plan which is contrary to any of the provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in the Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control. Except as provided in Section 10.3 and Section 10.7, the terms of any Award granted under the Plan may not be changed after the Date of Grant of such Award so as to materially decrease the value of the Award without the express written approval of the holder.

10.2. Award Agreement. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award.

10.3. Modification of Award After Grant. No Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company and the Participant, provided that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.

10.4. Limitation on Transfer. Except as provided in Section 7.1(c) in the case of Restricted Shares, a Participant’s rights and interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent they are exercisable under the Plan following the death of the Participant. Notwithstanding the foregoing, the Committee may grant Non-Qualified Stock Options that are transferable, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships for such family members, and the Committee may also amend outstanding Non-Qualified Stock Options to provide for such transferability.

10.5. Taxes. The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or shares issuable under such Participant’s Award, or with respect to any income recognized upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer payment or issuance of the cash or shares upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be payable by the Participant at such time as the Committee determines in accordance with the following rules:

16

(a)	The Participant shall have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award at the appropriate time that number of shares of Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to the amount of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.
(b)	The Committee shall have the discretion as to any Award, to cause the Company to pay to tax authorities for the benefit of any Participant, or to reimburse such Participant for the individual taxes which are due on the grant, exercise or vesting of any share Award, or the lapse of any restriction on any share Award (whether by reason of a Participant’s filing of an election under Section 83(b) of the Code or otherwise), including, but not limited to, Federal income tax, state income tax, local income tax and excise tax under Section 4999 of the Code, as well as for any such taxes as may be imposed upon such tax payment or reimbursement.
(c)	In the case of Participants who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.

10.6. Surrender of Awards. Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Committee and the holder approve.

10.7. Adjustments to Reflect Capital Changes.

(a)

Recapitalization. The number and kind of shares subject to outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of shares available for Awards subsequently granted under the Plan and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the Awards granted under the Plan. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.

(b)

Merger. After any Merger in which the Company is the surviving corporation, each Participant shall, at no additional cost, be entitled upon any exercise of all Options or receipt of other Award to receive (subject to any required action by stockholders), in lieu of the number of shares of Common Stock receivable or exercisable pursuant to such Award, the number and class of shares or other securities to which such Participant would have been entitled pursuant to the terms of the Merger if, at the time of the Merger, such Participant had been the holder of record of a number of shares equal to the number of shares receivable or exercisable pursuant to such Award. Comparable rights shall accrue to each Participant in the event of successive Mergers of the character described above. In the event of a Merger in which the Company is not the surviving corporation, the surviving, continuing, successor, or purchasing corporation, as the case

17

may be (the “Acquiring Corporation”), shall either assume the Company’s rights and obligations under outstanding Award Agreements or substitute awards in respect of the Acquiring Corporation’s stock for such outstanding Awards. In the event the Acquiring Corporation fails to assume or substitute for such outstanding Awards, the Board shall provide that any unexercisable and/or unvested portion of the outstanding Awards shall be immediately exercisable and vested as of a date prior to such Merger, as the Board so determines. The exercise and/or vesting of any Award that was permissible solely by reason of this Section 10.7(b) shall be conditioned upon the consummation of the Merger. Any Options which are neither assumed by the Acquiring Corporation nor exercised as of the date of the Merger shall terminate effective as of the effective date of the Merger.

(c)

Options to Purchase Shares or Stock of Acquired Companies. After any Merger in which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may no longer be issued following the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares which might otherwise become subject to any Options.

10.8. No Right to Employment. No employee or other person shall have any claim of right to be granted an Award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any of its Subsidiaries.

10.9. Awards Not Includable for Benefit Purposes. Payments received by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined by the Board.

10.10. Governing Law. All determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware and construed in accordance therewith. Any action, claim, unit or demand brought by or on behalf of a Participant in connection with any Award under this Plan shall be brought in a court of competent jurisdiction over actions arising in Allegheny County, Pennsylvania, the sites of the Company’s headquarters and the general operation of its business.

10.11. No Strict Construction. No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.

10.12. Compliance with Rule 16b-3. It is intended that unless the Committee determines otherwise, Awards under the Plan be eligible for exemption under Rule 16b-3. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to

18

comply with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.

10.13. Captions. The captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions have been used in the Plan.

10.14. Severability. Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every other Award at any time granted under the Plan shall remain in full force and effect.

10.15. Amendment and Termination.

(a)

Amendment. The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which materially modifies the Plan by increasing the benefits accrued to Participants under the Plan; increasing the number of securities which may be issued under the Plan; modifying the requirements for participation in the Plan; or including a provision allowing the Board to lapse or waive restrictions at its discretion; or which requires stockholder approval under the Code, unless such compliance is no longer desired under the Code, or under any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.

(b)

Termination. The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated.

* * * * * *

19

EX-10.2

Exhibit 10.2

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

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

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

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

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

Article II. Definitions

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

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

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

     2.03 Board means the Board of Directors of the Corporation.

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

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

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

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

          (c) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

2

          (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, and the 2007 through 2009 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.

     2.14 KEPP Payment means the amount actually earned by a Participant in a particular Performance Period. Each KEPP Payment shall be the sum of the amounts earned by a Participant during a Performance Period as Level I and Level 2 achievement or, for the 2006-2008 and 2007-2009 Performance Periods, 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

3

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.

     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

4

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 and the 2007- 2009 Performance Periods, the Committee has established the Participant Retention Achievement Bank under Section 8.04.

     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.

5

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 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.

6

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 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, 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 and the 2007-2009 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

7

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.

8

EX-10.3

Exhibit 10.3

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, 2007.

Participant:	«Name»
	PARTICIPANT TO COMPLETE THE FOLLOWING CHART
	(Please print)
Street Address
City/State/Zip Code
Social Security Number

WHEREAS, the Company has adopted the Allegheny Technologies Incorporated 2000 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 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, 2007 through December 31, 2009

TSR TARGET AWARD: «TSRP target shares» Shares of Company Common Stock [equals applicable base salary times «TSRP award percent» (which is the Participant’s target award opportunity as a percent of salary) divided by $88.338 (which is the average Closing Price for the 30 trading days prior to January 1, 2007)]

PERFORMANCE LEVELS: The following table shows the performance award relationship under the TSRP for the 2007 – 2009 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: Extrapolation 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:
	Title:	Executive Vice President, Human Resources,
		Chief Legal & Compliance Officer

PARTICIPANT: WITNESS:

2

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, 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 extrapolation 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.

3

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

4

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 by this Award Agreement unless and until a certificate for shares of Common Stock is issued to the Participant.

5

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.

6

Exhibit 1: List of Peer Companies (2007 — 2009 Performance Period)

AK Steel Corporation
Alcan Holding Inc.
Alcoa Inc.
Carpenter Technology Corporation
IPSCO Steel Inc.
Kennametal Inc.
Nucor Corporation
Quanex Corporation
Reliance Steel & Aluminum Co.
RTI International Metals
Steel Dynamics, Inc.
Titanium Metals Corporation
United States Steel Corporation

7

EX-10.4

Exhibit 10.4

PERFORMANCE/RESTRICTED STOCK AGREEMENT

     This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 21st day of February, 2007 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 2000 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» 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(a) (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(b), 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 5. 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 be paid to the Employee.

     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 21, 2012 if the Employee is an employee of the Corporation on February 21, 2012, 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 2009 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 2009 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, 2009, such half of the Shares Subject to Restrictions shall be forfeited immediately upon the completion of that three-year measurement period.

     (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the net income of the Corporation, measured under GAAP, shall exceed $900 million, in the aggregate, for the 2007, 2008 and 2009 fiscal years of the Corporation. The period for measuring the Performance Criteria shall end as of December 31,

2

2009 and the Personnel and Compensation Committee shall as promptly as possible following the completion of the audit of the Corporation for the 2009 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 5. 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.

     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.

3

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

4

     (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 contains 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.

5

     (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:	Jon D. Walton
Title:	Executive Vice President,
	Human Resources, Chief Legal and Compliance Officer

PARTICIPANT WITNESS

6

EX-10.5

Exhibit 10.5

The Annual Incentive Plan
For Year 2007

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
2007 Performance Goals		3
How the AIP Incentive Award is Calculated When All Goals		4
Are 100% Achieved
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.

Page 1

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 2007, 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 2007, 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 operating company presidents, 80% of the goals’ overall weight will be based on the performance of the president’s operating company, and 20% 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.

Page 2

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 2007.

Note that potential adjustments are described on page 6.

2007 Performance Goals

The performance goals for 2007 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 2007.

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.

Page 3

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

For the Year 2007, 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.

Page 4

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 2007.

Page 5

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.
	Participants 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 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:

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 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.

Page 7

EX-10.6

Exhibit 10.6

ALLEGHENY TECHNOLOGIES INCORPORATED

2007 INCENTIVE PLAN

ADMINISTRATIVE RULES FOR THE

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PROGRAM

Effective as of May 2, 2007

Article I. Adoption and Purpose of the Program

     1.01 Adoption. These administrative rules are adopted by the Nominating and Governance Committee of the Board of Directors as a part of the Allegheny Technologies Incorporated 2007 Incentive Plan (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 may be 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 any of the events set forth below:

          (a) The acquisition in one or more transactions, other than from the Company, 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 Company Voting Securities in excess of 25% of the Company 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 the Effective Date, 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 the Effective Date; 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 Company 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 Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 75% 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 Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

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

     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

     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.

     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 a 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.

3

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 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 $75,000 (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 $75,000 (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 $75,000 (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) Notwithstanding the foregoing, for continuing directors in calendar year 2007, a single grant with a Fair Market Value of $75,000 shall be made on the Business Day coincident with or next following May 2, 2007 using the Fair Market Value on the Date of Grant to

4

determine the number of shares of Restricted Stock in such grant, rounded to the next greater whole number share.

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 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.

5

     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 tot eh 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 No Rights as Stockholders. Participants shall have no rights as stockholders of the Company prior to the actual delivery of shares of Common Stock, except that the Participant shall be entitled to receive a cash payment equal in amount to the value of any dividends declared and paid on shares represented by a Restricted Stock Award prior to the end of the Restricted Period.

     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.

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

6

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;

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 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 3, 2007

/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;

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 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 3, 2007

/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, 2007 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 3, 2007	/s/ L. Patrick Hassey
	L. Patrick Hassey
	President and Chief Executive Officer
Date: May 3, 2007	/s/ Richard J. Harshman
	Richard J. Harshman
	Executive Vice President, Finance and Chief Financial Officer