0000950152-09-004840 Sample Contracts

TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM AWARD AGREEMENT
Total Shareholder Return Incentive Compensation Program Award Agreement • May 6th, 2009 • 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, 2009.

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KEY EXECUTIVE PERFORMANCE PLAN AGREEMENT
Key Executive Performance Plan Agreement • May 6th, 2009 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

No KEPP Payments will be made under Level 1 if aggregate income before taxes of the Corporation for 2009, 2010 and 2011 is less than $375 million. No KEPP payment in excess of 10X will be made if aggregate income before taxes of the Corporation for 2009, 2010 and 2011 is in excess of $1,410 million.

PERFORMANCE/RESTRICTED STOCK AGREEMENT
Performance/Restricted Stock Agreement • May 6th, 2009 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 18th day of February, 2009 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and [NAME] (“the Employee”).

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