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EXHIBIT 10.3
ALLEGHENY TECHNOLOGIES
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FEE CONTINUATION PLAN FOR
NON-EMPLOYEE DIRECTORS
(AS AMENDED AND RESTATED)
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FEE CONTINUATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of this Fee Continuation Plan
for Non-Employee Directors (the
"Plan") of Allegheny Technologies
Incorporated formerly known as Allegheny
Teledyne Incorporated (the "Company") is to
provide for fee continuation
payments for any non-employee Director of
the Company, including a retired
officer or employee of the Company, who
meets the eligibility requirements set
forth herein.
The Plan was originally adopted by the
Board of Directors of Allegheny Ludlum
Corporation ("ALC") effective January 1,
1990, and prior to the combination of
the businesses of ALC and Teledyne, Inc.,
and amended and restated, effective
January 1, 1997 (the "1997 Amendment"). The
Plan as in effect prior to the 1997
Amendment shall apply only to eligible
non-employee Directors who retired prior
to January 1, 1997. The Company desires to
amend and restate the Plan, effective
December 31, 2004. The Plan as in effect
prior to this amendment and restatement
shall apply only as to eligible
non-employee Directors who retired on or after
January 1, 1997 and prior to December 31,
2004.
2. Administration
The Plan shall be administered by the
Executive Vice President, Chief Legal and
Compliance Officer and Corporate Secretary
of the Company who shall have
authority to adopt rules and regulations
from time to time for carrying out the
Plan and to interpret, construe, and
administer its provisions. The decisions of
the Executive Vice President, Chief Legal
and Compliance Officer and Corporate
Secretary shall be final
