Contract

EXHIBIT 10.3 ALLEGHENY TECHNOLOGIES logo FEE CONTINUATION PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED AND RESTATED) FEE CONTINUATION PLAN FOR NON-EMPLOYEE DIRECTORS1. PurposeThe purpose of this Fee Continuation Plan for Non-Employee Directors (the”Plan”) of Allegheny Technologies Incorporated formerly known as AlleghenyTeledyne Incorporated (the “Company”) is to provide for fee continuationpayments for any non-employee Director of the Company, including a retiredofficer or employee of the Company, who meets the eligibility requirements setforth herein.The Plan was originally adopted by the Board of Directors of Allegheny LudlumCorporation (“ALC”) effective January 1, 1990, and prior to the combination ofthe businesses of ALC and Teledyne, Inc., and amended and restated, effectiveJanuary 1, 1997 (the “1997 Amendment”). The Plan as in effect prior to the 1997Amendment shall apply only to eligible non-employee Directors who retired priorto January 1, 1997. The Company desires to amend and restate the Plan, effectiveDecember 31, 2004. The Plan as in effect prior to this amendment and restatementshall apply only as to eligible non-employee Directors who retired on or afterJanuary 1, 1997 and prior to December 31, 2004.2. AdministrationThe Plan shall be administered by the Executive Vice President, Chief Legal andCompliance Officer and Corporate Secretary of the Company who shall haveauthority to adopt rules and regulations from time to time for carrying out thePlan and to interpret, construe, and administer its provisions. The decisions ofthe Executive Vice President, Chief Legal and Compliance Officer and CorporateSecretary shall be final and binding upon all parties. 13. Eligibility; Years of ServiceA. Each person who is a non-employee member of the Board of Directors of theCompany on or before December 31, 2004 is a Participant in the Plan beginning asof the date such person commences service as a non-employee Director.B. For the purposes of this Plan, “Years of Service” shall be the number ofyears, whether or not consecutive, of the Participant’s service as anon-employee Director as of December 31, 2004, up to a maximum of ten (10)years. A Participant who was a Director on January 1, 1997 shall receive creditfor all periods of service as a Director of ALC or Teledyne, Inc. prior toAugust 15, 1996.4. Cash PaymentsFee continuation payments shall be payable in cash to a Participant beginningthe calendar quarter after the termination of service as a Director or, ifapplicable, to a Participant’s spouse or other designated beneficiary or estatebeginning the calendar quarter after the termination of service as a Director,and shall continue at the rate of one year of benefit for each Year of Service.For Participants who terminate their service as a Director on or after December31, 2004, the annual benefit amount shall be $28,000.5. DisqualificationAn individual shall be disqualified from participating in this Plan at any timeif he or she takes any action that is deemed to be contrary to the best interestof the Company. 26. Termination of PlanNo further benefits shall accrue or become payable to any Participant or anyother former, current or future member of the Board of Directors under this Planon or after December 31, 2004.7. MiscellaneousThis Plan shall not be construed as conferring any rights upon any Director tocontinue as a Director for any period of time, or at any particular rate ofcompensation.The right to receive fee continuation payments shall be a claim against thegeneral assets of the Company as an unsecured general creditor. The Company may,in its absolute discretion, establish one or more trusts or reserves which maybe funded, by reference to the Company’s fee continuation payment obligationshereunder or otherwise.The right to fee continuation payments under this Plan shall not be assigned,anticipated, alienated, sold, transferred, pledged, or encumbered in any manner.This Plan shall be construed in accordance with and governed by the laws of theCommonwealth of Pennsylvania, excluding any choice of law provisions which mayindicate the application of the laws of another jurisdiction. 3