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EXHIBIT 10.11
AMENDMENT TO
THE AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT TO THE
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE
AGREEMENT (the "Amendment") is made and
entered into as of the 30th day of
September 2003 by and between ALLEGHENY
TECHNOLOGIES INCORPORATED, a Delaware
company (the "Company"), and JAMES L.
MURDY, and individual (the "Executive").
WHEREAS, the Company and the executive are parties to an Amended
and
Restated Change in Control Severance
Agreement as initially effective as of
February 10, 2000 and as most recently
amended as of March 12, 2003 (as amended
and in effect, the "Agreement");
WHEREAS, the Agreement provides the Executive with a number of
rights
and potential payments in the event of a
Change in Control of the Company (as
defined in the Agreement);
WHEREAS, absent this Amendment, the Agreement would expire on
October
1, 2003, the first day of the Executive's
scheduled retirement;
WHEREAS, the Company and the Executive intend to continue into
his
retirement the protection provided under
the Agreement for the Executive with
respect to any accrued but then unpaid
installment under the Company's
Supplemental Retirement Plan (the "SRP") in
the event of a Change in Control,
namely, that any accrued but then unpaid
amount under the SRP would be paid in a
single lump sum cash payment; and
WHEREAS, the parties intend to evidence that intention by entering
into
this Amendment.
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