0000950152-06-001573 Sample Contracts

FORM OF PERFORMANCE/RESTRICTED STOCK AGREEMENT
Performance/Restricted Stock Agreement • March 1st, 2006 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 22nd day of February, 2006 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and

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FORM OF TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM AWARD AGREEMENT
Total Shareholder Return Incentive Compensation Program Award Agreement • March 1st, 2006 • Allegheny Technologies Inc • Steel pipe & tubes

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, 2006.

FORM OF AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 1st, 2006 • Allegheny Technologies Inc • Steel pipe & tubes

THIS AMENDED AND RESTATED AGREEMENT (“Agreement”), initially effective as of the 10th day of February, 2000 (the “Effective Date”), and amended and restated in its entirety effective as of July 13, 2000, March 12, 2003 and February 24, 2005 is further amended and restated as of February 22, 2006, by and between Allegheny Technologies Incorporated, a Delaware corporation (hereinafter referred to as the “Company”), and the individual identified on the signature page of this Agreement (the “Executive”).

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