2000 INCENTIVE PLAN

Stock Option Agreement

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ALLEGHENY TECHNOLOGIES INCORPORATED

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Title: 2000 INCENTIVE PLAN
Governing Law: Delaware Date: 2/28/2005
Industry: Iron and Steel

2000 INCENTIVE PLAN, Parties: allegheny technologies incorporated

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EXHIBIT 10.11

ALLEGHENY TECHNOLOGIES INCORPORATED

2000 INCENTIVE PLAN

(as amended)

ARTICLE I.

PURPOSE AND ADOPTION OF THE PLAN

1.1. PURPOSE. The purpose of the Allegheny Technologies Incorporated

2000 Incentive Plan (hereinafter referred to as the "Plan") is to assist in

attracting and retaining highly competent employees, to act as an incentive in

motivating selected officers and other key employees of Allegheny Technologies

Incorporated and its Subsidiaries to achieve long-term corporate objectives and

to enable cash incentive awards to qualify as performance-based for purposes of

the tax deduction limitations under Section 162(m) of the Code.

1.2. ADOPTION AND TERM. The Plan was approved by the Board of Directors

of Allegheny Technologies Incorporated, to be effective as of January 1, 2000

(the "Effective Date"), and approved by the stockholders of the Company on May

11, 2000. The Plan shall remain in effect until the tenth anniversary of the

date the stockholders of the Company approve the Plan, unless terminated by

action of the Board prior to that date, and the provisions of Articles VII,

VIII, IX and X with respect to performance-based awards to "covered employees"

under Section 162(m) of the Code shall expire as of the fifth anniversary of the

date the stockholders of the Company approved the Plan, until and unless

reapproved by the stockholders of The Company.

1.3. THE PRIOR PLAN. The Company previously adopted the Allegheny

Teledyne Incorporated 1996 Incentive Plan (the "Prior Plan"). Awards granted

under the Prior Plan prior to the date the stockholders of the Company approve

the Plan shall not be affected by the adoption of this Plan, and the Prior Plan

shall remain the effect following the date the stockholders of the Company

approve the Plan to the extent necessary to administer such awards, but no new

Awards shall be granted under the Prior Plan after the date the stockholders of

the Company approve the Plan.

ARTICLE II.

DEFINITIONS

For the purpose of this Plan, capitalized terms shall have the

following meanings:

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2.1. AWARD means any one or a combination of Non-Qualified Stock

Options or Incentive Stock Options described in Article VI, Stock Appreciation

Rights described in Article VI, Restricted Shares described in Article VII,

Performance Awards described in Article VIII, Awards of cash or any other Award

made under the terms of the Plan.

2.2. AWARD AGREEMENT means a written agreement between the Company and

a Participant or a written acknowledgment from the Company to a Participant

specifically setting forth the terms and conditions of an Award granted under

the Plan.

2.3. AWARD PERIOD means, with respect to an Award, the period of time

set forth in the Award Agreement during which specified target performance goals

must be achieved or other conditions set forth in the Award Agreement must be

satisfied.

2.4. BENEFICIARY means an individual, trust or estate who or which, by

a written designation of the Participant filed with the Company or by operation

of law, succeeds to the rights and obligations of the Participant under the Plan

and the Award Agreement upon the Participant's death.

2.5. BOARD means the Board of Directors of the Company.

2.6. CHANGE IN CONTROL means, and shall be deemed to have occurred upon

the occurrence of, any one of the following events:

(a) The acquisition in one or more transactions, other than

from the Company, by any individual, entity or group (within the

meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of

beneficial ownership (within the meaning of Rule 13d-3 promulgated

under the Exchange Act) of a number of Company Voting Securities in

excess of 25% of the Company Voting Securities unless such acquisition

has been approved by the Board;

(b) Any election has occurred of persons to the Board that

causes two-thirds of the Board to consist of persons other than (i)

persons who were members of the Board on the Effective Date and (ii)

persons who were nominated for elections as members of the Board at a

time when two-thirds of the Board consisted of persons who were members

of the Board on the Effective Date; provided, however, that any person

nominated for election by a Board at least two-thirds of whom

constituted persons described in

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clauses (i) and/or (ii) or by persons who were themselves nominated by

such Board shall, for this purpose, be deemed to have been nominated by

a Board composed of persons described in clause (i);

reorganization, merger or consolidation, unless, following such

reorganization, merger or consolidation, all or substantially all of

the individuals and entities who were the respective beneficial owners

of the Outstanding Common Stock and Company Voting Securities

immediately prior to such reorganization, merger or consolidation,

following such reorganization, merger or consolidation beneficially

own, directly or indirectly, more than seventy five (75%) of,

respectively, the then outstanding shares of common stock and the

combined voting power of the then outstanding voting securities

entitled to vote generally in the election of directors or trustees, as

the case may be, of the entity resulting from such reorganization,

merger or consolidation in substantially the same proportion as their

ownership of the Outstanding Common Stock and Company Voting Securities

immediately prior to such reorganization, merger or consolidation, as

the case may be; or

(d) Approval by the stockholders of the Company of (i) a

complete liquidation or dissolution of the Company or (ii) a sale or

other disposition of all or substantially all the assets of the

Company.

2.7. CODE means the Internal Revenue Code of 1986, as amended.

References to a section of the Code shall include that section and any

comparable section or sections of any future legislation that amends,

supplements or supersedes said section.

2.8. COMMITTEE means the Committee defined in Section 3.1.

2.9. COMPANY or CORPORATION means Allegheny Technologies Incorporated,

a Delaware corporation, and its successors.

2.10. COMMON STOCK means Common Stock of the Company, par value $.10

per share.

2.11. COMPANY VOTING SECURITIES means the combined voting power of all

outstanding voting securities of the Company entitled to vote generally in the

election of directors to the Board.

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2.12. DATE OF GRANT means the date designated by the Committee as the

date as of which it grants an Award, which shall not be earlier than the date on

which the Committee approves the granting of such Award.

2.13. EFFECTIVE DATE shall have the meaning given to such term in

Section 1.2.

2.14. EXCHANGE ACT means the Securities Exchange Act of 1934, as

amended.

2.15. EXERCISE PRICE means, with respect to a Stock Appreciation Right,

the amount established by the Committee in the Award Agreement which is to be

subtracted from the Fair Market Value on the date of exercise in order to

determine the amount of the payment to be made to the Participant, as further

described in Section 6.2(b).

2.16. FAIR MARKET VALUE means, on any date, the average of the high and

low quoted sales prices of a share of Common Stock, as reported on the Composite

Tape for New York Stock Exchange Listed Companies, on such date or, if there

were no sales on such date, on the last date preceding such date on which a sale

was reported.

2.17. INCENTIVE STOCK OPTION means a stock option within the meaning of

Section 422 of the Code.

2.18. MERGER means any merger, reorganization, consolidation, exchange,

transfer of assets or other transaction having similar effect involving the

Company.

2.19. NON-QUALIFIED STOCK OPTION means a stock option which is not an

Incentive Stock Option.

2.20. OPTIONS means all Non-Qualified Stock Options and Incentive Stock

Options granted at any time under the Plan.

2.21. OUTSTANDING COMMON STOCK means, at any time, the issued and

outstanding shares of Common Stock.

2.22. PARTICIPANT means a person designated to receive an Award under

the Plan in accordance with Section 5.1.

2.23. PERFORMANCE AWARDS means Awards granted in accordance with

Article VIII.

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2.24. PERFORMANCE GOALS means operating income, operating profit

(earnings from continuing operations before interest and taxes), income before

taxes, earnings per share, return on investment or working capital, return on

stockholders' equity, economic value added (the amount, if any, by which net

operating profit after tax exceeds a reference cost of capital), balanced

scorecard, cash flow, reductions in inventory, inventory turns and on-time

delivery performance, any one of which may be measured with respect to the

Company or any one or more of its Subsidiaries or business units and either in

absolute terms or as compared to another company or companies, and safety

measures and other quantifiable, objective measures of individual performance

relevant to the particular individual's job responsibilities.

2.25. PLAN means the Allegheny Technologies Incorporated 2000 Incentive

Plan as described herein, as the same may be amended from time to time.

2.26. PRIOR PLAN shall have the meaning given to such term in Section

1.3.

2.27. PURCHASE PRICE, with respect to Options, shall have the meaning

set forth in Section 6.1(b).

2.28. RESTORATION OPTION means a Non-Qualified Stock Option granted

pursuant to Section 6.1(f).

2.29. RESTRICTED SHARES means Common Stock subject to restrictions

imposed in connection with Awards granted under Article VII.

2.30. RETIREMENT means early or normal retirement under a pension plan

or arrangement of the Company or one of its Subsidiaries in which the

Participant participates.

2.31. RULE 16B-3 means Rule 16b-3 promulgated by the Securities and

Exchange Commission under Section 16 of the Exchange Act, as the same may be

amended from time to time, and any successor rule.

2.32. STOCK APPRECIATION RIGHTS means Awards granted in accordance with

Article VI.

2.33. SUBSIDIARY means a subsidiary of the Company within the meaning

of Section 424(f) of the Code.

2.34. TERMINATION OF EMPLOYMENT means the voluntary or involuntary

termination of a Participant's employment with the Company or a Subsidiary for

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any reason, including death, disability, retirement or as the result of the

divestiture of the Participant's employer or any similar transaction in which

the Participant's employer ceases to be the Company or one of its Subsidiaries.

Whether entering military or other government service shall constitute

Termination of Employment, or whether a Termination of Employment shall occur as

a result of disability, shall be determined in each case by the Committee in its

sole discretion.

ARTICLE III.

ADMINISTRATION

3.1. COMMITTEE. The Plan shall be administered by a committee of the

Board ("Committee") comprised of at least two persons. The Committee shall have

exclusive and final authority in each determination, interpretation or other

action affecting the Plan and its Participants. The Committee shall have the

sole discretionary authority to interpret the Plan, to establish and modify

administrative rules for the Plan, to impose such conditions and restrictions on

Awards as it determines appropriate and to cancel Awards (including those made

pursuant to other plans of the Company), and to take such steps in connection

with the Plan and Awards granted hereunder as it may deem necessary or

advisable. The Committee shall not, however, have or exercise any discretion

that would disqualify amounts payable under Article X as performance-based

compensation for purposes of Section 162(m) of the Code. The Committee may

delegate such of its powers and authority under the Plan as it deems appropriate

to designated officers or employees of the Company. In addition, the full Board

may exercise any of the powers and authority of the Committee under the Plan. In

the event of such delegation of authority or exercise of authority by the Board,

references in the Plan to the Committee shall be deemed to refer, as

appropriate, to the delegate of the Committee or the Board. The selection of

members of the Committee or any subcommittee thereof, and any delegation by the

Committee to designated officers or employees, under this Section 3.1 shall

comply with Section 16(b) of the Exchange Act, the performance-based provisions

of Section 162(m) of the Code, and the regulations promulgated under each of

such statutory provisions, or the respective successors to such statutory

provisions or regulations, as in effect from time to time, except to the extent

that the Board determines that such compliance is not necessary or desirable.

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ARTICLE IV.

4.1. NUMBER OF SHARES ISSUABLE. The total number of shares authorized

to be issued under the Plan shall equal 10% of the outstanding shares of the

Common Stock as of the Effective Date. If the number of outstanding shares of

Common Stock is increased after the Effective Date, the total number of shares

available under the Plan will be increased by 10% of such increase. The number

of shares available for issuance under the Plan shall be further subject to

adjustment in accordance with Section 11.7. The shares to be offered under the

Plan shall be authorized and unissued Common Stock, or issued Common Stock which

shall have been reacquired by the Company. Of the total number of shares

authorized for grant under the Plan, the Company may issue no more than one

million shares as awards of restricted stock, subject to adjustment in

accordance with Section 11.7.

4.2. SHARES SUBJECT TO TERMINATED AWARDS. Common Stock covered by any

unexercised portions of terminated Options (including canceled Options) granted

under Article VI, Common Stock forfeited as provided in Section 7.2(a) and

Common Stock subject to any Awards which are otherwise surrendered by the

Participant may again be subject to new Awards under the Plan. Common Stock

subject to Options, or portions thereof, which have been surrendered in

connection with the exercise of Stock Appreciation Rights shall not be available

for subsequent Awards under the Plan, but Common Stock issued in payment of such

Stock Appreciation Rights shall not be charged against the number of shares of

Common Stock available for the grant of Awards hereunder. Common Stock covered

by awards granted under the Prior Plan that after the Effective Date are

terminated unexercised, forfeited or otherwise surrendered shall be available

for subsequent Awards under this Plan.

ARTICLE V.

PARTICIPATION

5.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such

officers and other key employees of the Company and its Subsidiaries, whether or

not members of the Board, as the Committee, in its sole discretion, may

designate from time to time. The Committee's designation of a Participant in any

year shall not require the Committee to designate such person to receive Awards

or grants in any other year. The designation of a Participant to receive awards

or grants under one portion of the Plan does not require the Committee to

include such Participant under other portions of the Plan. The Committee shall

consider such factors as it

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deems pertinent in selecting Participants and in determining the type and amount

of their respective Awards. Notwithstanding any provision herein to the

contrary, the Committee may grant Awards under the Plan, other than Incentive

Stock Options, to non-employees who, in the judgment of the Committee, render

significant services to the Company or any of its Subsidiaries, on such terms

and conditions as the Committee deems appropriate and consistent with the intent

of the Plan. Subject to adjustment in accordance with Section 11.7, in any

calendar year, no Participant shall be granted Awards in respect of more than 1

million shares of Common Stock (whether through grants of Options or Stock

Appreciation Rights or other grants of Common Stock or rights with respect

thereto) and $5 million in cash; provided, however, that any Award payable over

a period of more than one year shall be pro-rated over the applicable period in

determining the amount of the Award granted in any calendar year.

ARTICLE VI.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

6.1. OPTION AWARDS.

(a) GRANT OF OPTIONS. The Committee may grant, to such

Participants as the Committee may select, Options entitling the

Participant to purchase shares of Common Stock from the Company in such

number, at such price, and on such terms and subject to such

conditions, not inconsistent with the terms of this Plan, as may be

established by the Committee. The terms of any Option granted under

this Plan shall be set forth in an Award Agreement.

(b) PURCHASE PRICE OF OPTIONS. The Purchase Price of each

share of Common Stock which may be purchased upon exercise of any

Option granted under the Plan shall be determined by the Committee;

provided, however, that the Purchase Price of the Common Stock

purchased pursuant to Options designated by the Committee as Incentive

Stock Options shall be equal to or greater than the Fair Market Value

on the Date of Grant as required under Section 422 of the Code.

provided in the Plan, the Committee may designate, at the time of the

grant of each Option, the Option as an Incentive Stock Option or a

Non-Qualified Stock Option.

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(d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant

may be granted Incentive Stock Options under the Plan (or any other

plans of the Company and its Subsidiaries) which would result in shares

with an aggregate Fair Market Value (measured on the Date of Grant) of

more than $100,000 first becoming exercisable in any one calendar year.

(e) RIGHTS AS A STOCKHOLDER. A Participant or a transferee of

an Option pursuant to Section 11.4 shall have no rights as a

stockholder with respect to Common Stock covered by an Option until the

Participant or transferee shall have become the holder of record of any

such shares, and no adjustment shall be made for dividends in cash or

other property or distributions or other rights with respect to any

such Common Stock for which the record date is prior to the date on

which the Participant or a transferee of the Option shall have become

the holder of record of any such shares covered by the Option;

provided, however, that Participants are entitled to share adjustments

to reflect capital changes under Section 11.7.

(f) RESTORATION OPTIONS UPON THE EXERCISE OF A NON-QUALIFIED

STOCK OPTION. In the event that any Participant delivers to the

Company, or has withheld from the shares otherwise issuable upon the

exercise of a Non-Qualified Stock Option, shares of Common Stock in

payment of the Purchase Price of any Non-Qualified Stock Option granted

hereunder in accordance with Section 6.4, the Committee shall have the

authority to grant or provide for the automatic grant of a Restoration

Option to such Participant. The grant of a Restoration Option shall be

subject to the satisfaction of such conditions or criteria as the

Committee in its sole discretion shall establish from time to time. A

Restoration Option shall entitle the holder thereof to purchase a

number of shares of Common Stock equal to the number of such shares so

delivered or withheld upon exercise of the original Option and, in the

discretion of the Committee, the number of shares, if any, delivered or

withheld to the Company to satisfy any withholding tax liability

arising in connection with the exercise of the original Option. A

Restoration Option shall have a per share Purchase Price of not less

than 100% of the per share Fair Market Value of the Common Stock on the

date of grant of such Restoration Option, a term not longer than the

remaining term of the original Option at the time of exercise thereof,

and such other terms and conditions as the Committee in its sole

discretion shall determine.

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6.2. STOCK APPRECIATION RIGHTS.

(a) STOCK APPRECIATION RIGHT AWARDS. The Committee is

authorized to grant to any Participant one or more Stock Appreciation

Rights. Such Stock Appreciation Rights may be granted either

independent of or in tandem with Options granted to the same

Participant. Stock Appreciation Rights granted in tandem with Options

may be granted simultaneously with, or, in the case of Non-Qualified

Stock Options, subsequent to, the grant to such Participant of the

related Option; provided, however, that: (i) any Option covering any

share of Common Stock shall expire and not be exercisable upon the

exercise of any Stock Appreciation Right with respect to the same

share, (ii) any Stock Appreciation Right covering any share of Common

Stock shall expire and not be exercisable upon the exercise of any

related Option with respect to the same share, and (iii) an Option and

Stock Appreciation Right covering the same share of Common Stock may

not be exercised simultaneously. Upon exercise of a Stock Appreciation

Right with respect to a share of Common Stock, the Participant shall be

entitled to receive an amount equal to the excess, if any, of (A) the

Fair Market Value of a share of Common Stock on the date of exercise

over (B) the Exercise Price of such Stock Appreciation Right

established in the Award Agreement, which amount shall be payable as

provided in Section 6.2(c).

(b) EXERCISE PRICE. The Exercise Price established under any

Stock Appreciation Right granted under this Plan shall be determined by

the Committee, but in the case of Stock Appreciation Rights granted in

tandem with Options shall not be less than the Purchase Price of the

related Option. Upon exercise of Stock Appreciation Rights granted in

tandem with Options, the number of shares subject to exercise under any

related Option shall automatically be reduced by the number of shares

of Common Stock represented by the Option or portion thereof which are

surrendered as a result of the exercise of such Stock Appreciation

Rights.

due from the Company by reason of a Participant's exercise of a Stock

Appreciation Right may be paid to the Participant as determined by the

Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any

combination of cash and Common Stock. In the event that all or a

portion of the payment is made in Common Stock, the number of shares of

Common

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Stock delivered in satisfaction of such payment shall be determined by

dividing the amount of such payment or portion thereof by the Fair

Market Value on the Exercise Date. No fractional share of Common Stock

shall be issued to make any payment in respect

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