TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM AWARD AGREEMENT

Exhibit 10.2

TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM
AWARD AGREEMENT

Allegheny Technologies Incorporated (the “ Company ”) and the award recipient named below (“ Participant ”) enter into this Total Shareholder Return Incentive Compensation Program Agreement effective as of January 1, 2009.

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

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

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

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

Subject to 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, 2009 through December 31, 2011

TSR TARGET AWARD: [TSRP target shares] Shares of Company Common Stock
[equals applicable base salary times                      % (which is the Participant’s target award opportunity as a percent of salary) divided by $22.23 (which is the average Closing Price for the 30 trading days prior to January 1, 2009)]

PERFORMANCE LEVELS: The following table shows the performance award relationship under the TSRP for the 2009—2011 performance period:

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.

TERMS AND CONDITIONS OF TSRP AWARD

Section 1: Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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