THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Allegheny Technologies Incorporated (ATI)

3/17/2006 Proxy Information

Terry L. Dunlap, President of Allegheny Ludlum, is a member of the immediate family of Robert P. Bozzone, a member of the Company’s Board of Directors. During 2005, Mr. Dunlap received annual cash compensation of $644,000, an award of ATI Common Stock under the Total Shareholder Return Incentive Plan for the 2003-2005 award period with a value of $1,189,174, based on the average of the high and low sales price of ATI Common Stock on the New York Stock Exchange on the date the award was paid, realized $1,175,985 on the exercise of vested stock options, and participated, on a proportionate basis, based on his base salary and salary grade, in the compensation programs described in this proxy statement.

James E. Rohr, is Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. ("PNC"). The Company has a $325 million secured revolving credit facility with a syndicate of 14 financial institutions, including PNC Bank, National Association, a subsidiary of PNC, as lender and administrative and collateral agent. The Company pays fees to PNC Bank under the terms of this facility. The Company also invests in three money market funds managed by BlackRock, Inc. PNC currently holds a 70% interest in BlackRock. During 2005, the Company paid fees to PNC and its affiliates representing a de minimis portion of both the Company's revenues and PNC's revenues. Mr. Rohr's compensation is not affected by the fees the Company pays to PNC. The Board has determined that the transactions between the Company and PNC are commercial transactions carried out at arm's length in the ordinary course of business, are not material to PNC or Mr. Rohr, do not and would not potentially influence Mr. Rohr's objectivity as a member of the Company's Board of Directors in a manner that would have a meaningful impact on his ability to satisfy requisite fiduciary standards on behalf of the Company and its stockholders and do not preclude a determination that Mr. Rohr's relationship with the Company in his capacity as Chairman and Chief Executive Officer of PNC is immaterial and that Mr. Rohr is an independent director.

From December 2000 through May 2004, Robert P. Bozzone served as Chairman and also served as Chief Executive Officer and President of Allegheny Technologies Incorporated (ATI) from December 2000 through June 2001 and as Vice Chairman of ATI from August 1996 to December 2000.

3/14/2005 Proxy Information

Terry L. Dunlap, President of Allegheny Ludlum, is a member of the immediate family of Robert P. Bozzone, a member of the Company’s Board of Directors. During 2004, Mr. Dunlap received annual cash compensation of $547,375 and participated, on a proportionate basis, based on his base salary and salary grade, in the compensation programs described in this proxy statement.

Kirkpatrick & Lockhart Nicholson Graham LLP. The Company retained the law firm of Kirkpatrick & Lockhart Nicholson Graham LLP to perform services for the Company during 2004 and 2005. Charles J. Queenan, Jr., a member of the Company’s Board of Directors, holds the honorific title of senior counsel to that law firm.

Mr. Bozzone served as Chairman of Allegheny Technologies, Inc. from July 2001 until May 2004, and was Chairman, President and Chief Executive Officer of Allegheny Technologies from December 2000 until July 2001. He had served as Vice Chairman of Allegheny Technologies beginning in August 1996 and was Vice Chairman of Allegheny Ludlum Corporation from August 1994 to August 1996. Previously, he was President and Chief Executive Officer of Allegheny Ludlum Corporation.

3/26/2004 Proxy Information

Certain Relationships. The Company does business with entities on whose boards certain of the Company's directors serve. The Board, through the Nominating and Governance Committee, has reviewed each of these relationships and has concluded that each are done in the normal course of business, that none interferes with the exercise of independent judgment by any of the Company's independent directors, and none requires any additional disclosure.

Robert P. Bozzone was Chairman, President and Chief Executive Officer of ATI from December 2000 through June 2001.

Family Relationship. Terry L. Dunlap, President of Allegheny Ludlum Corporation, is a member of the immediate family of Robert P. Bozzone, Chairman. During 2003, Mr. Dunlap received cash compensation of $221,375 and participated in various compensation programs described in this proxy statement.

Kirkpatrick & Lockhart LLP. The Company retained the law firm of Kirkpatrick & Lockhart LLP to perform services for the Company during 2003 and 2004. Charles J. Queenan, Jr., a member of the Company's Board of Directors, is senior counsel to that law firm. See "Compensation Committee Interlocks and Insider Participation" on page 20.

Loans under Stock Acquisition and Retention Program. Under the terms of the Company's Stock Acquisition And Retention Program ("SARP"), prior to the effective date of Sarbanes-Oxley, eligible participants were entitled to deliver a fully amortizable, interest-bearing promissory note, payable to the Company, as payment for the purchase price of shares of Common Stock purchased under the program. Each note had a term of not more than 10 years and was secured by the shares of Common Stock being purchased with the note. Interest accrued on the notes at a rate, as determined on the applicable purchase date, equal to the lesser of the average borrowing rate of the Company or the prime lending rate of PNC Bank, but not lower than the minimum rate necessary to avoid imputed interest under applicable federal income tax laws. The SARP was terminated in 2003 and all notes were fully repaid on termination of the SARP. The largest amount of indebtedness outstanding under the programs during the 2003 fiscal year were $1,755,691 for Mr. Murdy, $833,581 for Mr. Harshman, $969,479 for Mr. Kittenbrink, $1,373,347 for Dr. Shilling, $1,311,779 for Mr. Walton, and $93,077 for Mr. Dunlap, President of Allegheny Ludlum Corporation, and a member of Mr. Bozzone's immediate family. No amounts of indebtedness were outstanding as of December 31, 2003.

3/28/2003 Proxy Information

Code Hennessy & Simmons Funds. ATI Funding Corporation, the parent company to Allegheny Ludlum Corporation, is invested as a limited partner in two general partnerships: 10% interest in Code Hennessy & Simmons Management, L.P. ("CHSM I") which has a .484% interest in Code Hennessy & Simmons, L.P. ("CHS I") and 5% interest in Code Hennessy & Simmons Management II, L.P. ("CHSM II") which has a 2.935% interest in Code Hennessy & Simmons LP II ("CHS II"). The objective of both funds has been to seek maximum return by investing in leveraged buyouts of operating companies. The investment in CHSM I has essentially been liquidated and had an unaudited book value as of December 31, 2002 of $49,985 while the unaudited book value in CHSM II is $442,886. The general partner of CHS II is CHSM II, L.P., whose stockholders are Andrew W. Code, Daniel J. Hennessy, and Brian P. Simmons, each of whom has an equal interest in that firm. Brian P. Simmons is a member of the Company's Board of Directors and is the son of Richard P. Simmons, who beneficially owns more than 5% of the Common Stock of the Company.

CHSM II is responsible for managing the selection and structuring of CHS II's investments. In 2002, the annual base management fee for CHS II was 1.05% percent of the fund's total capital commitments. This fee, offset by fees that the general partner charges to companies that the fund acquires, is paid by the limited partners of CHS II. After offset for fees, the net amounts paid to CHSM II by CHS II limited partners was zero percent.

Kirkpatrick & Lockhart LLP. The Company retained the law firm of Kirkpatrick & Lockhart LLP to perform services for the Company during 2002 and 2003. Charles J. Queenan, Jr., a member of the Company's Board of Directors, is Senior Counsel to that law firm.

Loans under Stock Acquisition and Retention Programs. Under the terms of the Company's stock acquisition and retention programs, prior to the effective date of Sarbanes-Oxley, eligible participants were entitled to deliver a promissory note, payable to the Company, as payment for the purchase price of shares of Common Stock purchased under the programs. Each note has a term of not more than 10 years and is secured by the shares of Common Stock being purchased with the note. Interest accrues on the notes at a rate, as determined on the applicable purchase date, equal to the lesser of the average borrowing rate of the Company or the prime lending rate of PNC Bank, but not lower than the minimum rate necessary to avoid imputed interest under applicable federal income tax laws. During the 2002 fiscal year and prior to the effective date of Sarbanes-Oxley, Messrs. Murdy, Shilling, Kittenbrink, Walton, and Harshman delivered promissory notes to the Company for the purchase price of Common Stock purchased under the 2002 program. Terry L. Dunlap, President of Allegheny Ludlum Corporation, and a member of Mr. Bozzone's immediate family, previously delivered a promissory note to the Company under the programs. The largest amount of indebtedness outstanding under the programs during the 2002 fiscal year and the amount of indebtedness outstanding under the programs as of December 31, 2002 were $1,755,000 for Mr. Murdy, $1,361,000 for Mr. Shilling, $962,000 for Mr. Kittenbrink, $1,309,000 for Mr. Walton, $826,000 for Mr. Harshman and $92,000 for Mr. Dunlap.