KEY EXECUTIVE PERFORMANCE PLAN AGREEMENT

Exhibit 10.1

KEY EXECUTIVE PERFORMANCE PLAN AGREEMENT

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

     WHEREAS, the Corporation sponsors and maintains the Allegheny Technologies Incorporated Stock 2007 Key Executive Performance Plan (the “KEPP”);

     WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the Corporation and, during the KEPP Performance Period measuring calendar years 2009, 2010 and 2011 (the “2009-2011 Performance Period”) to contribute substantially to the financial performance of the Corporation and, to provide that incentive, the Corporation has awarded the Employee the opportunity to participate in the KEPP for the 2009-2011 Performance Period, subject to the terms and conditions set forth in the KEPP and in this Agreement; and

     WHEREAS, the Corporation and the Employee desire to evidence the Award of the opportunity to participate in the KEPP for the 2009-2011 Performance Period and the terms and conditions applicable thereto in this KEPP Agreement.

     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Corporation and the Employee agree as follows:

     1.  KEPP Document Controls; Definitions . In the event of any conflict between the provisions of the KEPP document and this Agreement, the provisions of the KEPP document shall control. Initially capitalized terms not specifically defined in this Agreement shall have the meanings ascribed thereto under the KEPP document, which is attached hereto as Exhibit I and made a part hereof.

     2.  Grant of Award for 2009-2011 Performance Period . The Corporation hereby grants an Award under KEPP to the Employee to participate in the KEPP for the 2009-2011 Performance Period. The Employee’s opportunity is measured as a multiple of his annual base salary at the rate in effect on the Date of Award, which for the Employee for the 2009-2011 Performance Period is $                      (the “Base Amount”). For each gradation of achievement of Earnings in Level 1 and/or for each gradation determined by the Personnel and Compensation Committee (the “Committee”) under Level 2, the Base Amount shall be multiplied by the designated gradation of achievement as set forth under Section 3 or as determined by the Committee under Section 4 of this Agreement.

     3.  Level 1 Earnings Gradations . For the 2009-2011 Performance Period, Earnings shall be measured in aggregate income before taxes as reported by the Corporation for calendar years 2009, 2010 and 2011. The gradations and amounts shall be as follows for the 2009-2011 Performance Period:

     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.

     4.  Level 2 Opportunities . The Employee shall have an opportunity to receive a KEPP Payment under Level 2 in an amount determined appropriate by the Committee, in its discretion, based on the Committee’s determination of applicable factors and the Committee’s perception of the Corporation’s implementation of the Operational Goals provided to the Employee and other participants in KEPP for the 2009-2011 Performance Period.

     5. Termination of Employment . If Employee’s employment with the Corporation and all of its direct or indirect subsidiaries is terminated by either party for any reason prior to January 1, 2012 (except if such date is preceded by a Change in Control as provided in Section 6 below, including, but not limited to, the involuntary termination of the Employee’s employment with the Corporation for any reason, with or without cause, other than the Employee’s death, disability or retirement with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service (“Retirement”), all rights of the Employee to the Award made under this Agreement shall terminate immediately and be forfeited in their entirety. Without limiting the foregoing, the Employee will not be considered for any KEPP Payment under Level 2. If the Employee dies, has a Retirement or becomes disabled during the 2009-2011 Performance Period, the Employee shall be entitled to a KEPP Payment equal to the greater of (i) a pro rata KEPP Award determined by multiplying (a) the gradation of earnings under Level 1 actually achieved by the Corporation for the 2009-2011 Performance Period by (b) the Employee’s Base

Amount and then by (c) a fraction of which the numerator is the number of months beginning on January 1, 2009 and ending on the effective date of the Employee’s death, Disability or Retirement and the denominator is 36 and (ii) the amount reserved in the Participant Retention Achievement Bank as of the last day of the calendar year immediately preceding the date of the Employee’s death, Disability or Retirement. Any KEPP Payment due to the Employee if he becomes Disabled or has a Retirement or to the Beneficiary of the Employee if he dies shall be paid after the end of the 2009-2001 Performance Period when KEPP Payments are made to other participants in KEPP for the 2009-2011 Performance Period.

     5.  Change of Control . In the event of a Change in Control, the Employee shall be entitled to receive an amount determined under Section 8.01 of the KEPP Document.

     6.  Withholding . The Corporation or its direct or indirect subsidiary may withhold from amount of any KEPP Payment due to Employee all taxes, including social security taxes, which the Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to any KEPP Payment.

     7.  No Right to Continued Employment; Effect on Benefit Plans . This Agreement shall not confer upon Employee any right with respect to continuance of his or her employment or other relationship, nor shall it interfere in any way with the right of the Corporation or its direct or indirect subsidiary to terminate his or her employment or other relationship at any time. Income realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for the purpose of any benefit plan, qualified or non-qualified, in which Employee may be enrolled or for which Employee may become eligible unless otherwise specifically provided for in such plan.

     8.  Employee Representations . In connection with this Award, the Employee represents the following:

     (a) Employee has reviewed with Employee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. Employee understands that Employee (and not the Corporation) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

     (b) Employee has received, read and understood this Agreement and KEPP and agrees to abide by and be bound by their respective terms and conditions.

     9.  Miscellaneous .

     (a)  Governing Law . This Agreement shall be governed and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania without regard to such Commonwealth’s principles of conflicts of laws.

     (b)  Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation without the consent of all parties hereto.

     (c)  Entire Agreement; Amendment . This Agreement contain the entire understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified without the written consent of the Corporation and Employee.

     (d)  Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.

     IN WITNESS WHEREOF, the parties have executed this Key Executive Performance Plan Agreement as of the date first written above.

ALLEGHENY TECHNOLOGIES INCORPORATED

EXHIBIT I

Allegheny Technologies Incorporated

Key Executive Performance Plan

Effective as of January 1, 2004
And as amended February 24, 2005
and as further amended on February 22, 2006
and as further amended on February 21, 2007
and as further amended on February 21, 2008
and as further amended on February 18, 2009

Article I. Adoption and Purpose of the Key Executive Performance Plan

     1.01 Adoption. This Key Executive Performance Plan is adopted by the Personnel and Compensation Committee of the Board of Directors as a part of the Allegheny Technologies Incorporated executive compensation program effective January 1, 2004. The KEPP Payments, if any, earned under this Plan are intended as performance based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, as incentive compensation determined solely with reference to attainment in predetermined levels of Earnings and Operational Goals within the relevant Performance Period.

     1.02 Purpose. The purposes of the KEPP are (i) to direct the focus of key management employees to the achievement of goals deemed necessary for the success of the Corporation, (ii) to assist the Corporation in retaining and motivating selected key management employees of the Corporation and its subsidiaries who will contribute to the success of the Corporation and (iii) to reward key management employees for the overall success of the Corporation as determined with reference to predetermined levels of Earnings of the Corporation and attainment of Operational Goals. The KEPP is intended to act as an incentive to participating key management employees to achieve long-term objectives that will inure to the benefit of all stockholders of the Corporation measured in terms of achievement of predetermined levels of Earnings of the Corporation and attainment of Operational Goals.

     1.03 Plan Document. This KEPP plan document is intended as the plan document as adopted by the Committee, which will govern all Performance Periods of the KEPP beginning in or after 2004.

Article II. Definitions

     For purposes of this Plan, the capitalized terms set forth below shall have the following meanings:

     2.01 Award means an opportunity to earn a KEPP Payment in a particular Performance Period. Each Award shall be denominated in dollars that can be earned upon attainment of predetermined Earnings thresholds (Level 1) and the maximum amount that may be paid with respect to Operational Goals before the application of Negative Discretion (Level 2).

     2.02 A