Exhibit 10.35



                                     FORM OF

             TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM





                                 AWARD AGREEMENT



Allegheny Technologies Incorporated (the "COMPANY") and the award recipient

named below ("PARTICIPANT") enter into this Total Shareholder Return Incentive

Compensation Program Agreement effective as of March 23, 2001.



Participant:                      [full name]

                                  PARTICIPANT TO COMPLETE THE FOLLOWING CHART

                                  (Please print)



Street Address



--------------------------------------------------------------------------------

City/State/Zip Code



--------------------------------------------------------------------------------

Social Security Number



--------------------------------------------------------------------------------





WHEREAS, the Company has adopted the Allegheny Technologies Incorporated 2000

Incentive Plan (the "PLAN") and, in accordance with the Plan, has adopted

Administrative Rules for the Total Shareholder Return Incentive Compensation

Program (the "TSRP") as a portion of the Plan to (i) assist the Company retain

and motivate key management employees; (ii) reward key management employees for

the overall success of the Company; and (iii) provide a means of encouraging key

management employees to acquire and hold shares of Company Common Stock.



WHEREAS, the TSRP replaces the Performance Share Program ("PSP") portion of the

Company's compensation program and, as provided in Section 5 of the Terms and

Conditions attached hereto, as a condition to receiving this TSR Award, the

Participant must surrender each outstanding PSP Award, subject to the Change in

Control provisions of Section 5.1 of the Terms and Conditions;



WHEREAS, the TSRP provides that each TSR Target Award made under the TSRP shall

be evidenced by an Award Agreement between the Company and the key management

employee who receives a TRS Target Award under the TSRP setting forth the terms

and conditions of such TSR Target Award;



WHEREAS, the Company desires to make a TSR Target Award to the Participant and

evidence such TSR Target Award by this Award Agreement and the Participant,

having read and understood the Plan and the TSRP, is willing to enter into this

Award Agreement on the terms and conditions set forth herein.



NOW THEREFORE, in consideration of the covenants and agreements herein contained

and intending to be legally bound, the parties hereto agree with each other as

follows:



<PAGE>   2



Subject to the attainment of the Performance Levels described below and to the

terms and conditions of the Plan, the TSRP and the Terms and Conditions of Award

attached hereto and incorporated herein by reference, by which Participant

agrees to be bound, the Company awards to Participant the Award described below,

with respect to the Performance Period described below:



PERFORMANCE PERIOD:  January 1, 2001 through December 31, 2003



TSR TARGET AWARD: ______ Shares of Company Common Stock

[equals base salary at 1/1/01 times ___% (which is the Participant's target

award opportunity as a percent of salary) divided by $14.75 (which is the

average closing price for the 30 trading days prior to January 1, 2001)]



PERFORMANCE LEVELS: The following table shows the performance award relationship

under the TSRP for the 2001-2003 performance period:





================================================================================

                                    Outcome Relative to Peer Group TSR

                          ------------------------------------------------------



                          Three-Year Percentile          Percent of Target

Level of Performance      Ranking in TSR                 Award Earned

--------------------------------------------------------------------------------



Below Threshold           Below 35th percentile                 0%

Threshold                 35th percentile                      50%

Target                    50th percentile                     100%

Excellent                 75th percentile                     200%



                  NOTE: Interpolation between points will be made on a straight

                  line basis on each scale. Below the 35th percentile and above

                  the 75th percentile, there will be no interpolation.



THE ACTUAL AWARD UNDER THE TSRP WILL EQUAL THE TSR TARGET AWARD TIMES THE

APPLICABLE PERCENT OF TARGET AWARD EARNED.



BY EXECUTING THIS TSR AWARD AGREEMENT, THE PARTICIPANT HEREBY SURRENDERS EACH

AND ANY OUTSTANDING PSP AWARD, EXCEPT TO THE EXTENT PROVIDED IN SECTION 5.1 OF

THE TERMS AND CONDITIONS ATTACHED HERETO.



IN WITNESS WHEREOF, the parties hereto have executed this Total Shareholder

Return Incentive Compensation Program Award Agreement effective the day and year

first above written.



ALLEGHENY TECHNOLOGIES INCORPORATED





By: /s/ Jon D. Walton

    -------------------

    Title: Senior Vice President, General Counsel and Secretary



                                       2

<PAGE>   3



PARTICIPANT:                                WITNESS:



------------------------------              ------------------------------



                       TERMS AND CONDITIONS OF TSRP AWARD



Section 1:  Definitions



Capitalized words used but not defined below or elsewhere in these Terms and

Conditions shall have the meanings ascribed to them in the Plan.



"ADMINISTRATIVE RULES" or "TSRP" shall mean the Administrative Rules for the

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