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ATI 401(K) SAVINGS PLANS UPDATE | JULY 2007

Important changes are being made to your ATI 401(k) Savings Plans. Details inside.

Get ready for your new ATI 401(k) Savings Plans

ATI is committed to providing you with retirement plans that offer you an opportunity to choose among a mix of investment choices along with flexible support tools and features designed to make it easier for you to pursue your long-term financial goals. On an ongoing basis, the Company evaluates the investment options and features offered through the ATI 401(k) Savings Plans. As a result of a recent evaluation, the following will be available in the ATI 401(k) Savings Plans effective September 4, 2007: · New investment options, including prediversified State Street Global Advisors (SSgA) Target Retirement Strategies · Roth 401(k) ­ a new way to save for retirement · New account management tools ­ including Smart GoalTM, automatic portfolio rebalancing, and an enhanced website The introduction of these investment options and features, along with enhanced services to participants, will require a transition period of approximately three weeks beginning on August 23, 2007, during which time you will not be able to access your accounts to make changes. Please read this brochure carefully to understand how your accounts will be affected and to review certain choices you may want to make. Note that unless you make new investment selections after the transition period, your future contributions will be invested in the SSgA® Target Retirement Strategy with the target date closest to the year you will reach age 65. SSgA is a registered trademark of State Street Corporation. Former ATI employees Some of the information provided in this brochure describes benefits available to active employees only. Even if you are not currently employed by ATI or its operating companies, your ATI 401(k) Savings Plan account balances will be affected by the upcoming changes; therefore, it is important that you review this brochure.

What's inside

YO U R N E W I N V E S T M E N T O P T I O N S

OPTION A: Learn about the new "ready-mixed" SSgA Target Retirement Strategies OPTION B: Learn how to "mix your own" portfolio from among the new individual investment options

THE TRANSITION PERIOD

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Read important information regarding the specific dates and details of the transition process Future contributions will be invested in the age-appropriate SSgA Target Retirement Strategy unless you make new investment selections after the transition period

I N T RO D U C I N G T H E ROT H 4 0 1 ( K )

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Understand your new contribution option and consider whether you think saving through a Roth 401(k) is appropriate for you

N E W AT I 4 0 1 ( K ) S AV I N G S P L A N F E AT U R E S

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Learn about the new account management tools and features available through your ATI 401(k) Savings Plans

I N F O R M AT I O N A L R E S O U R C E S

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Find out where you can go to learn more about the ATI 401(k) Savings Plans

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For more information, please call 1-866-820-2822 between 8:00 a.m. and 8:00 p.m. Eastern Time, any business day, to speak with an ATI Benefits Center Representative.

Your new investment options

Maintaining a well-diversified investment portfolio can help you reduce risk while providing you access to market opportunities. Beginning September 4, 2007, ATI will offer you two ways to diversify your portfolio based on your individual investment goals. Option A will enable you to select a single prediversified ("ready-mixed") portfolio, and Option B will give you the freedom to "mix your own" portfolio from among the individual investment options offered by the ATI 401(k) Savings Plans.

OPTION A: CHOOSE A READY-MIXED PORTFOLIO

Diversify your portfolio in one easy step

Currently the ATI 401(k) Savings Plans make it possible for you to diversify your portfolio by choosing your own combination of individual funds that invest in different investment styles. While this approach may be the choice of some ATI 401(k) Savings Plan participants, an unpredictable market and the demands of a busy life can make getting and staying on track for retirement a challenge for many ATI 401(k) Savings Plan participants. That's why ATI is pleased to announce that State Street Global Advisors (SSgA) Target Retirement Strategies will be added to the ATI 401(k) Savings Plans, giving you the opportunity to diversify your retirement savings based on your anticipated date of retirement or the year in which you plan to begin withdrawals. If you're looking for an automatic way to diversify your portfolio, consider investing in an SSgA Target Retirement Strategy. The portfolio allocation automatically changes under this strategy as you near retirement. It is important to remember that diversification does not guarantee a profit; you can still lose money in a diversified portfolio.

What are the SSgA Target Retirement Strategies?

SSgA Target Retirement Strategies are designed to be a comprehensive investment solution for investors in retirement plans. Each SSgA Target Retirement Strategy is diversified among U.S. stock, U.S. bond, and non-U.S. stock index funds, and each is gradually adjusted over time to become more conservative as it approaches the stated maturity date. The allocation and adjustments are managed by professional investment managers at State Street Global Advisors. The assets are allocated to a more conservative mix of bond and fixed-income securities and less to stocks as the targeted date approaches. This strategy is designed to provide more exposure to the potential rewards of the stock market for those with some time before retirement and less exposure to stock market risks and volatility as retirement approaches. Keep in mind that these are not mutual funds; rather, they are separate accounts under institutional management.

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How do the SSgA Target Retirement Strategies work?

SSgA Target Retirement Strategies allocate assets among eight underlying funds according to a predetermined asset allocation strategy. Over time, the stock allocation of the strategies gradually decreases and the bond allocation increases. This reflects a shift from a high-growth strategy to a more conservative, incomeoriented strategy. Five years after the targeted retirement year (or the year in which withdrawals begin, as applicable) is reached, the strategies will be mapped to the SSgA Target Retirement Income Strategy, the most conservative strategy, and will remain within this target allocation indefinitely. SSgA is paid a 0.17% per year expense ratio including management fee, which is charged directly to your account.

How to choose an SSgA Target Retirement Strategy

The name of each SSgA Target Retirement Strategy includes a specific year corresponding to the investor's approximate year of retirement, or the year in which the investor plans to begin withdrawing money. Most investors who choose the SSgA Target Retirement Strategies elect the one that most closely matches their expected year of retirement. However, if they desire more stock market risk than that of the strategy that corresponds to their projected retirement date, they may choose to invest in a strategy with a later target date. Similarly, if investors desire less stock market risk, they may invest in a strategy with an earlier target date.

Make the most of your ready-mixed options

Each SSgA Target Retirement Strategy is designed to be used as a single-choice approach to diversification for your ATI 401(k) Savings Plan accounts and generally should not be used in combination with any other SSgA Target Retirement Strategy or the ATI 401(k) Savings Plans' other investment options. When you invest in an SSgA Target Retirement Strategy, there is generally no need to change your investment selections in the future unless your time horizon for withdrawing from your account changes.

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Which SSgA Target Retirement Strategy may be right for you?

To help you decide, consider the chart below.

Most aggressive: Higher risk through larger stock allocation/longer targeted investment period If you were born in: This strategy may be right for you:

· · · · · · · · · ·

1983 or later 1978­1982 1973­1977 1968­1972 1963­1967 1958­1962 1953­1957 1948­1952 1943­1947 1942 or earlier

SSgA Target Retirement 2050 Strategy* SSgA Target Retirement 2045 Strategy SSgA Target Retirement 2040 Strategy SSgA Target Retirement 2035 Strategy SSgA Target Retirement 2030 Strategy SSgA Target Retirement 2025 Strategy SSgA Target Retirement 2020 Strategy SSgA Target Retirement 2015 Strategy SSgA Target Retirement 2010 Strategy SSgA Target Retirement Income Strategy

More conservative: Lower risk through larger bond and fixed-income allocation/shorter targeted investment period SSgA Target Retirement Strategies are ranked according to general market and credit risk. Market risk measures how sensitive a strategy may be to economic and market changes. Market risk is generally higher for strategies that invest heavily in stocks. Credit risk measures how susceptible a strategy's income holdings may be to the nonpayment of principal or interest by the issuer. These rankings are relative only to the listed strategies and should not be compared with the rankings of other investments. Moreover, there can be no assurance that any one strategy will in fact have less risk or more reward than any other strategy. * SSgA Target Retirement 2050 Strategy is expected to be available as an investment option in the fourth quarter of 2007. Strategies with later target retirement dates will be added in future years.

Stock allocation

Stock allocations in the SSgA Target Retirement Strategies are globally diversified across U.S., non-U.S. developed, and emerging markets. U.S assets are spread across market capitalization sectors and are represented by the SSgA S&P 500 Index Strategy, SSgA S&P MidCap 400 Index Strategy, and SSgA Russell 2000 Index Strategy. Spreading the assets and adjusting the U.S. equity allocation allows the strategies to target specific risk levels as they move along their asset allocation glide path. The charts on the following page detail how SSgA overweights small- and mid-cap U.S. companies in longer-dated strategies while underweighting the assets during retirement. International equity is represented by the SSgA MSCI ACWI ex-US Index Strategy, which includes both non-U.S. developed and emerging market equities.

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Equity and fixed income allocations

100%

Income

International

Small-cap

Mid-cap

Large-cap

80%

60%

40%

20%

0% 2050 2045 2040 2035 2030 2025 2020 2015 20I0 Income

2007 target allocations*

SSgA Target Retirement Strategies S&P 500 Index Strategy S&P MidCap 400 Index Strategy 2050 45.0% 10.0

SSgA Target Retirement Strategy

2045 45.0% 10.0 10.0 25.0 10.0 0.0 0.0 0.0 90.0 10.0

2040 45.0% 10.0 10.0 25.0 10.0 0.0 0.0 0.0 90.0 10.0

2035 45.0% 10.0 10.0 25.0 10.0 0.0 0.0 0.0 90.0 10.0

2030 45.0% 9.0 9.0 23.0 14.0 0.0 0.0 0.0 86.0 14.0

2025 45.0% 7.75 7.75 20.5 19.0 0.0 0.0 0.0 81.0 19.0

2020 43.0% 6.9 6.1 18.0 20.0 4.0 2.0 0.0 74.0 26.0

2015 40.5% 6.1 4.4 15.5 20.0 9.0 4.5 0.0 66.5 33.5

2010 Income 36.0% 4.8 3.2 11.0 20.0 18.0 7.0 0.0 55.0 45.0 26.0% 3.0 2.0 4.0 0.0 25.0 20.0 20.0 35.0 65.0

Russell 2000 Index Strategy 10.0 MSCI ACWI ex-US Index Strategy Long US Government Bond Index Strategy US Aggregate Bond Index Strategy US TIPS Index Strategy Stable Value PAR Strategy Total equities Total fixed income 25.0 10.0 0.0 0.0 0.0 90.0 10.0

* Strategy asset classes and allocations are regularly reviewed by SSgA so that actual weights and assets may change.

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OPTION B: MIX YOUR OWN PORTFOLIO

Select your own combination of investments

If you prefer to mix your own portfolio, beginning September 4, 2007, we're introducing a selection of new investment options. The Company reviewed a number of funds and carefully selected these new investments with the assistance of an independent institutional investment consultant. As you'll see, the lineup has been designed to offer you a variety of choices across a range of investment categories.

Learn how to evaluate your investments

Among other factors ­ including asset class, company size, and geography ­ you should consider the management style of an investment when you evaluate the funds available in the ATI 401(k) Savings Plans' lineup. Specifically, there are two primary investment management styles: active and passive. If an investment is actively managed, it means that the manager attempts to outperform the market index (e.g., the S&P 500® Index) for that investment. If an investment is passively managed, the manager simply invests in the same securities, in the same proportions, as the appropriate market index.

View sample investor profiles

The profiles below can help you choose how to diversify your own portfolio among the ATI 401(k) Savings Plans' investment styles based on your goals, risk tolerance, and years to retirement.

Sample investor profiles

Large-cap International Mid-cap Small-cap Fixed-income Stable value

GOAL RISK TOLERANCE TIME HORIZON TYPICAL ALLOCATION

Maximum growth High 20 years or more

Growth High to moderate 10­20 years

Conservative growth Moderate 5­10 years

Income and inflation protection Moderate to low 5 years or less

45% Large-cap 25% International 10% Mid-cap 10% Small-cap 10% Fixed-income

45% Large-cap 23% International 9% Mid-cap 9% Small-cap 14% Fixed-income

40% Large-cap 16% International 6% Mid-cap 4% Small-cap 27% Fixed-income 7% Stable value

26% Large-cap 4% International 3% Mid-cap 2% Small-cap 25% Fixed-income 40% Stable value

The sample profiles take into consideration the time remaining until anticipated retirement at age 65, historical inflation rates, and risk and potential return relationships of the asset classes shown. No other assumptions have been made. You should not consider these sample profiles to be investment advice, and when applying these profiles to your individual situation, consider your assets, income, and other investments (e.g., the equity in your home, other retirement plan and IRA assets, and your savings) in addition to your ATI 401(k) Savings Plan accounts. You may wish to consult a financial advisor to review your specific situation. Call your ATI 401(k) Savings Plans' toll-free number if you have any questions.

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LEARN MORE ABOUT YOUR ATI 401(K) SAVINGS PLANS' FUNDS

The following profiles outline the investment objective and strategy ­ including asset class, company size, and geography ­ for each of the investments to be offered by your ATI 401(k) Savings Plans beginning in September 2007. There can be no assurance that any investment will achieve its objective. Investors should carefully consider the investment objectives, risks, charges, and expenses of a fund before investing. For an offering statement containing this and other information about any investment offered by your ATI 401(k) Savings Plans, please call 1-866-820-2822. Read the offering statement carefully before investing. Please note that these investments are not mutual funds; they are separate accounts or institutional commingled funds under institutional management.

STABLE VALUE FUND

Standish Mellon Stable Value Fund Seeks preservation of principal and current income. The fund seeks capital preservation, but there can be no assurance that it will achieve this goal. The fund's returns will fluctuate with interest rates and market conditions.

Benchmarks: Merrill Lynch 91-Day T-Bill Index, Ryan Labs 3-Year GIC Index Management style: Actively managed (0.11% per year expense ratio including management fee)

FIXED-INCOME FUND

Western Asset Core Plus Bond Portfolio Seeks maximize total return, consistent with prudent investment management and liquidity needs, by investing to obtain an average duration of generally 2 1/2 to 7 years. The fund invests primarily in U.S. dollar-denominated fixed-income securities and other debt instruments of domestic and foreign entities, including corporate bonds, securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, mortgage-backed securities, and money market instruments. The fund may invest up to 20% of its total assets in non-U.S. dollar-denominated securities. Lower-rated bonds may offer higher yields in return for more risk. The fund invests in non-U.S. securities, which involve risks such as currency fluctuations, economic instability, and political developments. Additional risks, including illiquidity and volatility, may be associated with emerging market securities.

Benchmark: Lehman Aggregate BondTM Index Management style: Actively managed (0.45% per year expense ratio including management fee) Investments in bonds are subject to certain risks including interest-rate risk, credit risk, and inflation risk. As interest rates rise, bond prices fall. Long-term bonds are more exposed to interest-rate risk than short-term bonds. Unlike bonds, bond funds have ongoing fees and expenses. These risks apply to any investment with a significant portion of its assets in bonds.

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LARGE-CAP DOMESTIC FUNDS

MFS Value Fund Seeks capital appreciation and reasonable income by investing in the stock of companies of any size believed to be undervalued compared to their perceived worth. The fund invests the majority of its assets in large companies, with a portion of its assets in small and/or midsize companies. Such investments increase the risk of greater price fluctuations. The fund invests in non-U.S. securities, which involve certain risks such as foreign currency fluctuations, economic instability, and political developments. Additional risks, including illiquidity and volatility, may be associated with emerging market securities. The use of derivatives involves special risks and may result in losses.

Benchmarks: Russell 1000® Index, Russell 1000 Value Index Management style: Actively managed (0.81% per year expense ratio including management fee)

SSgA S&P 500 Index Strategy Seeks to match the return of the S&P 500 Index by investing in a portfolio that owns units of one or more portfolios that hold securities of the S&P 500 Index, in the same capitalization weights as they appear in the index.

Benchmark: S&P 500 Index Management style: Passively managed (0.046% per year expense ratio including management fee)

American Funds The Growth Fund of America Seeks long-term growth of capital by investing primarily in common stocks but may also invest in convertibles, preferred stocks, U.S. government securities, bonds, and cash. The fund may invest up to 15% of its assets in securities of issuers domiciled outside the United States and Canada and not included in S&P 500 Index. The fund may invest up to 10% of its assets in lower-quality nonconvertible debt securities (rated Ba or below by Moody's Investors Service, Inc. and BB or below by Standard and Poor's, or unrated but determined to be of equivalent quality). The fund invests in non-U.S. securities, which involve certain risks such as foreign currency fluctuations, economic instability, and political developments. The fund invests the majority of its assets in large companies, with a portion of its assets in small and/or midsize companies. Such investments increase the risk of greater price fluctuations.

Benchmarks: Russell 1000 Growth Index, S&P 500 Index Management style: Actively managed (0.36% per year expense ratio including management fee)

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MID-CAP DOMESTIC FUND

Lord Abbett Mid Cap Value Fund Seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace. To pursue this goal, the fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of midsize companies whose market capitalizations fall within the range of the Russell Midcap® Index. The fund invests the majority of its assets in midsize companies, with a portion of its assets in small companies. Such investments increase the risk of greater price fluctuations.

Benchmarks: Russell Midcap Index, Russell Midcap Value Index Management style: Actively managed (0.75% per year expense ratio including management fee)

SMALL/MID-CAP DOMESTIC FUND

AllianceBernstein Small/Mid Cap Value Fund Seeks long-term growth of capital. The fund invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, and generally represents 60 to 110 companies. The fund may also invest in securities issued by non-U.S. companies. The fund invests in companies that are determined by the Bernstein Value Equities research unit to be undervalued. In selecting securities for the fund's portfolio, Bernstein uses its fundamental research to identify companies it believes have long-term earnings power that is not reflected in the current market price of their securities. Bernstein looks for companies with attractive valuation and compelling success factors. The fund invests the majority of its assets in small and/or midsize companies. Such investments increase the risk of greater price fluctuations. The fund may also invest in non-U.S. securities, which involve certain risks such as foreign currency fluctuations, economic instability, and political developments. Additional risks, including illiquidity and volatility, may be associated with emerging market securities. The use of derivatives involves special risks and may result in losses.

Benchmarks: Russell 2500TM Index, Russell 2500 Value Index Management style: Actively managed (0.85% per year expense ratio including management fee)

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SMALL-CAP DOMESTIC FUND

MSIF Small Company Growth Portfolio Seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of small U.S. and foreign companies. The fund selects issuers from a universe comprised of small-cap companies, most with market capitalizations of less than $4 billion. The fund invests the majority of its assets in small companies, with a portion of its assets in midsize companies and real estate investment trusts. Such investments increase the risk of greater price fluctuations. The fund may invest in non-U.S. securities, which involve certain risks such as foreign currency fluctuations, economic instability, and political developments. Additional risks, including illiquidity and volatility, may be associated with emerging market securities.

Benchmarks: Russell 2000® Index, Russell 2000 Growth Index Management style: Actively managed (1.01% per year expense ratio including management fee)

INTERNATIONAL FUNDS

American Funds EuroPacific Growth Fund Seeks to make your investment grow over time by investing primarily in large-cap stocks of issuers located in Europe and the Pacific Basin. The fund is designed for investors seeking capital appreciation and diversification through investments in stocks of issuers based outside the United States. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. Your investment in the fund is subject to risks, including the possibility that the value of the fund's portfolio holdings will fluctuate in response to events specific to the companies in which the fund invests, as well as economic, political, or social events in the United States or abroad, and currency fluctuations. Additional risks, including illiquidity and volatility, may be associated with emerging market securities. The fund invests the majority of its assets in large companies with a portion of its assets in small and/or midsize companies. Such investments increase the risk of greater price fluctuations.

Benchmark: MCSI ACWI ex-US Index Management style: Actively managed (0.53% per year expense ratio including management fee)

SSgA MSCI ACWI ex-US Index Strategy Seeks to closely match, before expenses, the returns and characteristics of the total return performance of the MSCI ACWISM ex-US Index. ACWI ex-US stands for All Country World Index excluding U.S. equities. Seeks to invest primarily in large-cap stocks.

Benchmark: MCSI ACWI ex-US Index Management style: Passively managed (0.15% per year expense ratio including management fee)

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SELF-DIRECTED ACCOUNT

The ATI 401(k) Savings Plans allow you to establish a self-directed account. With this option, you build and manage your own portfolio through the purchase and sale of a wide range of investments that are in addition to the core investment options offered by the ATI 401(k) Savings Plans. For a discussion of your self-directed account during the transition, see page 17. Mercer Securities brokerage transactions are cleared through Pershing LLC (Member NYSE/NASD/SIPC).

ALLEGHENY TECHNOLOGIES (ATI) COMMON STOCK FUND

This fund is comprised of Allegheny Technologies Common Stock. The growth or loss of the money you invest in ATI Common Stock Fund depends upon the performance of just one company. This investment option is not diversified like the other investment options in the ATI 401(k) Savings Plans since it includes only the stock of a single company. Because there is no guarantee that company stock will increase in value, you must judge the company's potential for growth for yourself and make your decisions accordingly. Keep in mind that there are inherent risks in investing in individual stocks, which can fluctuate greatly in price, particularly over the short term. The investment also carries risk due to unforeseen circumstances, no matter how well positioned you believe the company to be. Investing through the ATI 401(k) Savings Plans should be part of an overall financial strategy that is based on your personal needs and goals. If you decide to invest in company stock, remember that investment experts advise against "putting all your eggs in one basket," so you would be well-advised to invest some of your contributions in other options. You should also consider the risk of having too much of your savings (including your salary) tied to a single source. You should consult with an independent financial advisor about single-stock ownership.

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What are unitized investments?

All of the ATI 401(k) Savings Plans' investment options will change from share investments to unitized investments. A unitized investment is any investment which your account does not directly hold shares of a security (such as a mutual fund or company stock). Instead, the investment is composed of a combination of assets, and a "unit" represents a proportionate interest in the combined assets. The combination of assets might be a diversified portfolio of assets, such as a separate account or commingled trust. It might also be as simple as a single asset, such as shares in a mutual fund or company stock, plus cash maintained for liquidity purposes, and/or accrued fees or other expenses. In such cases, the unitized investment may, for purposes of convenience, be referred to by the name of the underlying mutual fund or company stock. However, because these investments are accounted for as units rather than shares, the value and performance of the unitized investment will not exactly match the publicly reported value or performance of the underlying fund or stock. ATI has elected this accounting method in order to provide for fair allocation of the ATI 401(k) Savings Plans' administration fees, such as record keeping and benefit administration, across all participant accounts. The allocation of these fees will be based on a percentage of assets instead of on a per capita basis. Accordingly, as the ATI 401(k) Savings Plans' assets increase through contributions and asset investment growth, the percentage impact of these fees are expected to decline.

EXPENSE RATIOS

Expense ratios, including investment management fees, are subject to change. These fees may be changed by the manager to reflect their costs of managing a fund, and they can be subject to change due to the amount of assets held by the ATI 401(k) Savings Plans. Expense ratios reported herein are effective as of June 15, 2007.

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DEFINITIONS

Lehman Aggregate Bond Index An unmanaged index used as a general measure of U.S. investment-grade fixed-income securities. Lehman Aggregate Bond is a trademark of Lehman Brothers. Merrill Lynch 91-Day T-Bill Index An unmanaged index that seeks to measure the performance of U.S. Treasury bills currently available in the marketplace. MSCI ACWI ex-US Index An unmanaged, capitalization-weighted index composed of companies representative of both developed and emerging markets, excluding the United States. ACWI stands for All Country World Index. MSCI ACWI is a trademark of Morgan Stanley Capital International Inc. Russell 1000 Index An unmanaged index that measures the performance of the 1,000 largest companies in the Russell 3000® Index, which represent approximately 92% of the total market capitalization of the Russell 3000 Index. Russell 1000 and Russell 3000 are registered trademarks of the Frank Russell Company. Russell 1000 Growth Index An unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 Value Index An unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 2000 Index An unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. Russell 2000 is a registered trademark of the Frank Russell Company. Russell 2000 Growth Index An unmanaged index that measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 2500 Index An unmanaged index that measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 20% of the total market capitalization of the Russell 3000 Index. Russell 2500 is a trademark of the Frank Russell Company. Russell 2500 Value Index An unmanaged index that measures the performance of those Russell 2500 companies with lower price-to-book ratios and lower forecasted growth values. Russell 3000 Index An unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the investable U.S. equity market. Russell Midcap Index An unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. Russell Midcap is a registered trademark of the Frank Russell Company. Russell Midcap Value Index An unmanaged index that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000 Value Index. Ryan Labs 3-Year GIC Index A composite of market rates of $1 million Guaranteed Investment Contracts held for three years and representative of an unmanaged, diversified investment-grade portfolio of contracts. S&P 500 Index An unmanaged index of common stocks frequently used as a general measure of stock market performance. S&P is a registered trademark of The McGrawHill Companies Inc.

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The transition period

What will take place during this time?

The introduction of your new investment options and ATI 401(k) Savings Plan features, along with enhanced services to participants, will require a transition period of approximately three weeks, beginning at 4:00 p.m. Eastern Time on August 23, 2007, and expected to end on September 17, 2007. This time ­ also commonly referred to as a blackout period ­ is required to process the transfer of assets and records and to add the new investments and features. During this time period, no participant will be able to access their accounts to make changes or process any account transactions; however, your ATI 401(k) Savings Plan balances will remain invested and any payroll contributions will continue uninterrupted during the transition period. Important: If you wish to request any transactions in your accounts before the transition period begins, your requests must be received by August 23, 2007.

Final date

August 23, 2007, at 4:00 p.m. Eastern Time

ATI 401(k) Savings Plan transaction

Rollover contributions, hardship withdrawals, or primary residence loans, contribution rate changes, investment selection changes, transfers among existing balances, in-service withdrawals, general purpose loans, distributions, or enrollment

How to initiate a request

Call 1-866-820-2822 or log on to www2.benefitsweb.com/ati.html

Withdrawals of before-tax contributions, and of earnings on any contributions, will be subject to income tax, and withdrawals made before age 59 1/2 may be subject to an additional 10% tax.

On September 4, 2007, your existing account balances and allocations for future contributions will transfer as described in the following questions and answers.

How will my existing account balances transfer?

Your existing balances in the following funds will remain invested in the same fund: 1. 2. 3. 4. 5. ATI Fixed Income Fund (renamed Standish Mellon Stable Value Fund) MFS Value Fund Lord Abbett Mid Cap Value Fund MSIF Small Company Growth Portfolio ATI Common Stock Fund

On August 31, 2007, your existing account balances in other funds will be liquidated. The liquidated balances will transfer as cash and be reinvested on September 4, 2007, according to the chart on the following page. The new investments have been determined to have the most similar investment styles to those of the funds currently offered. Important: Please be sure to read page 16 for important information regarding the change of your asset allocation for future contributions.

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If at 4:00 p.m. Eastern Time on August 23, 2007, you have existing balances invested in: ATI Fixed Income Fund* Dreyfus Bond Market Index Fund PIMCO Total Return Fund Oakmark Equity and Income Fund MFS Value Fund Dreyfus Appreciation Fund T. Rowe Price Structured Research Common Trust Fund Alliance Growth Stock Fund Jennison Growth Fund Lord Abbett Mid Cap Value Fund Allianz NFJ Small-Cap Value Fund Artisan Mid Cap Fund Hartford MidCap HLS Fund Dreyfus Emerging Leaders Fund MSIF Small Company Growth Portfolio Dreyfus Premier International Value Fund ATI Common Stock

* This fund is changing in name only.

On September 4, 2007, your existing balances will be invested in: Standish Mellon Stable Value Fund Western Asset Core Plus Bond Portfolio Western Asset Core Plus Bond Portfolio SSgA Target Retirement Strategy (age-appropriate) MFS Value Fund SSgA S&P 500 Index Strategy SSgA S&P 500 Index Strategy

American Funds The Growth Fund of America American Funds The Growth Fund of America Lord Abbett Mid Cap Value Fund AllianceBernstein Small/Mid Cap Value Fund AllianceBernstein Small/Mid Cap Value Fund AllianceBernstein Small/Mid Cap Value Fund MSIF Small Company Growth Portfolio MSIF Small Company Growth Portfolio American Funds EuroPacific Growth Fund ATI Common Stock Fund

Due to administrative requirements, balances remaining in this fund as of 4:00 p.m. Eastern Time on August 23, 2007, will automatically transfer to the SSgA Target Retirement 2020 Strategy. Those balances will then transfer to the age-appropriate SSgA Target Retirement Strategy before the transition period is complete.

Once transferred, your ATI 401(k) Savings Plan accounts will remain invested in these funds until the transition period is complete, and your accounts will be credited with the gains or losses associated with the investments listed in the table. At the end of the transition period, you will be able to transfer your balances from these funds to any of the investment options offered in the ATI 401(k) Savings Plans. Take this opportunity now to consider how your assets are currently invested and how you would like to have them positioned before the start of the transition period. If you do not wish to have your existing balances reinvested as indicated in the mapping chart, you should consider transferring your money to one of the current investment options that will be moving to a fund that you believe is more suitable for your retirement needs.

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What happens to my contributions before September 1, 2007, during the transition period?

Prior to September 1, 2007, contributions to your accounts will continue to be invested as per your current directions.

What happens to my contributions on or after September 1, 2007?

Asset allocation is a first step in determining the success of an investment portfolio, and asset allocations should be revisited from time to time based upon the contribution level, investment performance, changes in market and portfolio risk assessment, and revised objectives of the portfolio. The Department of Labor, in developing proposed regulations to implement provisions of The Pension Protection Act of 2006 (PPA), referred to targeted date or lifestyle investment approaches as types of investments that should help keep your retirement savings on track based on your time horizon, risk tolerance, and investment objectives. Of course, it is still possible to lose money in a diversified portfolio. To encourage all "active" participants to consider their asset allocation and the SSgA Target Retirement Strategies: · After September 1, 2007, for all "active" participants, all future contributions will be invested in the appropriate SSgA Target Retirement Strategy associated with the assumed age 65 retirement date · Participants will not be required to stay in an SSgA Target Retirement Strategy · If participants do not want to be in the SSgA Target Retirement Strategy for future contributions, participants must call or go on the ATI 401(k) Savings Plans' website to change the fund in which their future contributions will be invested after the transition period ends

Will my current contribution rate continue after the transition period?

Yes, if you are currently contributing a whole percentage of your eligible pay to the ATI 401(k) Savings Plans (e.g., 8%), your contributions will continue unaffected. If you are currently contributing a fractional percentage of your eligible pay to the ATI 401(k) Savings Plans (e.g., 8.5%), your contribution rate will be rounded down to the nearest whole percentage and the new amount will be deducted each pay period following the transition period. If you wish to increase your contribution rate, you may do so at the expiration of the blackout period.

What will happen to loan repayments during the transition?

Loan repayments will continue throughout the transition period and will then be remitted to your accounts. All loan repayments made during the transition period will be automatically invested in an interest-bearing account (i.e., a Putnam Money Market account). Just before the end of the transition period, your loan repayments and any interest earned during that time will be applied against your loan balance(s).

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What will happen to my installment payments during the transition?

If you are currently receiving installment payments from your ATI 401(k) Savings Plan accounts, your September 2007 payment will be paid according to your installment elections on file before the transition period begins. Following the transition period, your installment payments will again be processed on the first Tuesday of every month and sent to your address of record or wired to your personal account.

What happens to my existing self-directed account?

If you currently have a self-directed account, most of the securities will transfer "in kind" ­ as shares rather than as cash ­ to the new brokerage platform (provided the new platform can accept your securities). If certain securities cannot be transferred in kind, you will be notified and will be required to liquidate (sell) any shares of these securities you own before August 23, 2007, or they will be liquidated for you and the proceeds will be deposited in a money market fund. Your balance in the money market fund will then transfer to Putnam Money Market Fund in your new self-directed account. If a mandatory liquidation takes place, you can transfer your balances out of Putnam Money Market Fund and into any other security offered on the new brokerage platform or any other investment option offered in the ATI 401(k) Savings Plans after the transition period. Additional information about your new self-directed account will be mailed to your home shortly after your new account has been established. Money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency. Although the fund seeks to maintain a constant share price of $1.00, it is still possible to lose money in this fund.

How will I know when the transition period has ended?

You will be notified by mail when the transition period is over, which is expected to be September 17, 2007. At that time, you will be able to access your accounts and process transactions online or by phone. Please refer to the bottom of page 23 and 26 for instructions on how to access your accounts following the transition period.

When can eligible nonparticipating employees enroll in the ATI 401(k) Savings Plans?

If you are currently eligible to participate in the ATI 401(k) Savings Plans, but you have not enrolled before the transition period begins, you will be able to enroll after the transition period has ended. If you wish to enroll in the ATI 401(k) Savings Plans before the transition period begins, you must do so before 4:00 Eastern Time on August 23, 2007. You will not need to re-enroll in the ATI 401(k) Savings Plans after the transition period is over.

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Introducing the Roth 401(k)

Roth 401(k): Save with after-tax dollars

Beginning in September 2007, ATI will offer you the ability to save after-tax dollars for retirement through a Roth 401(k). Why save after taxes have been withheld? You can make tax-free withdrawals of your contributions and associated earnings provided the withdrawals are considered to be "qualified" distributions. According to current IRS regulations, distributions are considered to be "qualified" as long as the following criteria are met: · Your Roth 401(k) accounts have been open for at least five years, and · You're at least age 59 1/2 at the time of distribution or the distributions follow death or total disability

Traditional 401(k) vs. Roth 401(k): Which may be right for you?

With this new opportunity, you now have the choice of making contributions on an after-tax basis through a Roth 401(k), on a before-tax basis through a traditional 401(k), or a combination of the two (subject to IRS and ATI 401(k) Savings Plan limits), depending upon what you decide best suits your personal circumstances and financial goals. Before making your decision, consider how you might answer the following questions:

How long do you plan to invest?

The more years you have until retirement, the bigger the potential payoff from a Roth 401(k). Although regular investing does not ensure a profit or protect against a loss in declining markets, the longer your Roth 401(k) contributions remain in your ATI 401(k) Savings Plan accounts, the more the earnings on those contributions may continue to grow tax-free and offset or exceed the upfront taxes you were required to pay. For this reason, the Roth 401(k) is generally more advantageous for younger employees. While you can still benefit from a Roth 401(k) even if retirement is fairly close, your accounts need to be open for five years before you can take qualified distributions. So, if you plan to take money from your accounts in less than five years, a Roth 401(k) may not be the best option since you would pay taxes on your earnings, plus an additional 10% early withdrawal penalty if you begin withdrawals when you're under age 59 1/2. Please note: In order to ensure that your Roth 401(k) contributions are considered qualified upon distribution, the ATI 401(k) Savings Plans will not allow in-service withdrawals or loans from the Roth 401(k) portion of your accounts while you are actively employed.

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Do you expect your tax rate to go up or down?

If you're currently in a lower tax bracket and expect to be taxed at a higher rate in retirement, you may want to consider the Roth 401(k). Although you pay taxes on your contributions now ­ at your current tax rate ­ you may ultimately save on taxes later if your tax rate is higher at that time. However, if you think your income during retirement is likely to be less than what you currently earn, consider the benefits of a traditional 401(k). You pay no taxes on your contributions now, and when you withdraw your money (typically in retirement), you may be in a lower tax bracket if you've stopped working or are working only part-time.

Can you afford to live on less now?

Over the short term, the biggest difference between the traditional 401(k) and the Roth 401(k) may be the effect on your paycheck. Because contributions to a traditional 401(k) are made on a before-tax basis, they reduce your current taxable income dollar for dollar. This means the impact of contributions to a traditional 401(k) on your take-home pay won't be as noticeable as contributions you make to a Roth 401(k), which are made on an after-tax basis. So, your choice is to live with less money now in order to have a source of non-taxable income in retirement or stick with a traditional 401(k) account, which has less of an impact on your take-home pay now but requires you to pay taxes on your withdrawals later.

Are you planning to leave money to your heirs?

If you are planning to leave money to your heirs, you may want to consider the Roth 401(k). While the Roth 401(k) ­ like the traditional 401(k) and traditional IRA ­ is subject to IRS Required Minimum Distribution (RMD) rules, you can avoid taking these mandatory distributions at age 70 1/2 and gain more flexibility for estate planning by rolling your Roth 401(k) account balance into a Roth IRA. Because the Roth IRA is not subject to RMD rules, neither you nor your heirs will be required to take scheduled withdrawals or pay applicable taxes ­ giving the money in your account the potential to continue compounding tax-free. This is especially valuable if you have a large invested balance in your Roth 401(k) account.

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How does the Roth 401(k) compare to the traditional 401(k)?

There are a number of similarities between the Roth 401(k) and the traditional 401(k), including: · Eligibility · Automatic payroll deductions · Investment options · IRS and ATI 401(k) Savings Plan contribution limits · Taxability of employer contributions and earnings on employer contributions · 10% penalty* on early withdrawals of earnings on employee contributions, employer contributions, and earnings on employer contributions Please review the table below to understand some of the key differences between these two types of employee contributions.

Before-tax traditional 401(k) contribution

Contributions Taxability of distributions Employee contributions Earnings on employee contributions 10% penalty on early withdrawals of employee contributions Loan availability In-service withdrawal availability Yes Yes No No Yes Yes Yes* No No No Before-tax dollars

After-tax Roth 401(k) contribution

After-tax dollars

* Certain exceptions to the 10% early withdrawal penalty may apply. Assumes that employee contributions are considered qualified as previously described.

Forecasting your taxes in retirement

Predicting your future tax rate, as well as how the tax laws may change, is a difficult ­ if not impossible ­ task. But, you may be able to forecast a few factors that can have an impact on your tax status. For example, are you claiming dependents now that you will not be able to claim during your retirement years? The fewer deductions you have, the higher your taxes are likely to be. Also, where do you plan to spend your retirement? Since income tax rates vary from state to state, you may be able to gauge whether you'd pay more or less in state income taxes than you currently pay if you move to a different state after you retire.

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FREQUENTLY ASKED QUESTIONS ABOUT THE ROTH 401(K)

How much money can I put into a Roth 401(k) and a traditional 401(k) if I choose to contribute to both?

Your Roth 401(k) accounts are separate from your traditional 401(k) accounts; however, the combined total of your contributions cannot exceed the lesser of 80% of your compensation or the IRS contribution limit. For 2007, this limit is $15,500 if you're under age 50, or $20,500 if you're age 50 or older. Keep in mind that, because these accounts are separate, Roth 401(k) contributions may not be transferred to a traditional 401(k) account and vice versa. In addition, you can contribute significantly more money to a Roth 401(k) account compared to a Roth IRA, which caps contributions at $4,000 for 2007 ($5,000 if you're over age 50).

How can I avoid paying taxes and penalties on the earnings in my Roth 401(k)?

Per IRS regulations, to avoid taxation of your Roth 401(k) earnings ­ and possible early withdrawal penalties ­ upon distribution: (1) your Roth 401(k) accounts must have been open for at least five years, and (2) you must be at least age 59 1/2, or the distributions must follow your death or total disability. Please note that the five-year holding period begins on January 1 of the year in which you make your first Roth 401(k) contribution. For instance, if you roll over a balance from one Roth 401(k) to another (say, with a new employer), your account will be considered to have been held since January 1 of the year of your original contribution date.

Would I ever be able to roll my Roth 401(k) accounts into a Roth IRA if my income exceeds the Roth IRA's annual income limit?

Probably. Proposed IRS regulations indicate that the income limits of a Roth IRA apply only to annual, not rollover, contributions. As a result, regardless of your income, you may roll over your Roth 401(k) balances to a Roth IRA.

If I contribute to a Roth 401(k), can I switch back to making traditional 401(k) contributions?

While you can alternate between making Roth 401(k) and traditional 401(k) contributions, these changes would apply only to future contributions since you can't redesignate traditional 401(k) contributions as Roth 401(k) contributions ­ or vice versa ­ once you make them.

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Considering that my Roth 401(k) and traditional 401(k) contributions are taxed differently, how will company contributions be taxed?

All company contributions are subject to the same tax treatment as before-tax contributions. So, whether you are contributing to a Roth 401(k) or a traditional 401(k), the company contributions and all associated earnings are taxed as ordinary income upon withdrawal.

Can I take an in-service withdrawal from my Roth 401(k) accounts?

No. The ATI 401(k) Savings Plans will only allow in-service withdrawals from the traditional 401(k) portions of your accounts.

Can I take a loan from my Roth 401(k) accounts?

No. The ATI 401(k) Savings Plans will only allow loans from the traditional 401(k) portions of your accounts. However, if you have both Roth 401(k) and traditional 401(k) contributions in your accounts, the combined balance will be used to determine the total loan amount you can take. In other words, you can take up to 50% of your combined account balances as a loan. However, your loan can only be taken from the portions of your accounts that consist of traditional 401(k) before-tax contributions and vested company contributions.

Can I use my Roth 401(k) contributions to purchase mutual funds through my self-directed accounts?

No. Only the traditional 401(k) portions of your accounts can be used to purchase mutual funds through your self-directed accounts.

Will I be required to take minimum distributions from my Roth 401(k)?

Yes. Generally, once you reach age 70 1/2, you will be required to take minimum distributions from your Roth 401(k) accounts. However, if you're still employed by the company when you reach age 70 1/2, you can defer taking distributions until you leave the company. Of course, as discussed earlier, if you want your accounts to have the potential to continue compounding tax-free indefinitely, you may roll it into a Roth IRA, which does not require scheduled minimum distributions.

What happens to my Roth 401(k) accounts if I leave the company?

If you leave the company, you can leave your Roth 401(k) accounts in the ATI 401(k) Savings Plans until you reach the tax-free distribution qualifications of having your account open for five years and reaching age 59 1/2 (assuming your account balances meet the ATI 401(k) Savings Plans' minimum balance requirements). Or, you can roll your Roth 401(k) accounts into another employer's qualified Roth 401(k) (if offered) or your own Roth IRA.

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New ATI 401(k) Savings Plan features

The ATI 401(k) Savings Plans will continue to offer you many of the same valuable savings features you currently enjoy. In addition, following the transition period, you'll be able to take advantage of a number of exciting new features and tools.

Smart Goal

Wish you could afford to contribute more? Now you can gradually and automatically increase your ATI 401(k) Savings Plan contributions by electing Smart Goal. This feature allows you to systematically increase the amount you save over time. Simply choose to increase your before-tax contribution rates each year by 1%, 2%, or 3%, and select the month in which you would like the annual increases to take place. Smart Goal will then automatically update your contribution rates until you reach your contribution goal. Regular investing does not ensure a profit or protect against a loss in declining markets.

Automatic portfolio rebalancing

Over time, differences in performance among your portfolio's investments can cause it to shift out of alignment with your original diversification strategy. If you're invested in more than a single ready-mixed fund, the ATI 401(k) Savings Plans' new automatic rebalancing feature will allow you to have your portfolio automatically rebalanced every 3, 6, or 12 months ­ as you choose ­ to the investment percentages you originally chose for your accounts. Rebalancing does not guarantee a profit or protect against a loss in declining markets.

New and improved ATI 401(k) Savings Plan website

The ATI Benefits Center website is being enhanced. Beginning in September, the website will offer you additional valuable online resources and learning tools to help you manage your ATI 401(k) Savings Plan accounts. Following the transition, to access your ATI 401(k) Savings Plans through the new ATI Benefits Center website ­ www.atibencenter.com ­ you'll need to enter your User Name and your personal identification number (PIN). Initially, your User Name will be your Social Security number and your PIN will be the month and day (MMDD) of your date of birth. For security purposes, you'll be asked to change your User Name and PIN after you log on for the first time. Please note that for your health and insurance benefits and for defined benefit pension questions, your current User Name and PIN remain in effect after the transition period. To access your health and insurance benefits and/or defined benefit pension plan, you should continue to log in at www2.benefitsweb.com/ati.html.

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When you log on to the new ATI Benefits Center website ­ www.atibencenter.com ­ at the top of each webpage, you'll find links that allow you to: · Access answers to frequently asked questions through the "Site Help" link · Review a glossary of commonly used investment terms · Contact an ATI Benefits Center Representative with questions about your ATI 401(k) Savings Plans · Change your ATI 401(k) Savings Plan User Name and PIN Below these links, you'll notice that the website is divided into four tabs: "Home," "Learning Center," "My Accounts," and "Plan Info & Forms." To help you make the most of your new website, review the following tab-by-tab reference guide.

"Home" tab

· Receive a personal greeting with your last log-on date and transaction · Check account values · Access the new and archived ATI 401(k) Savings Plan news in the "What's New" section · Access retirement planning calculators

"Learning Center" tab

· Read the latest articles from financial publications including Time, Inc. and SmartMoney · Access educational workshops designed for different types of investors · Use online calculators to create a budget, estimate college costs, and plan for other financial events

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"My Accounts" tab

· Change how much you contribute · Change how your money is invested (existing balances and/or future contributions) · Automatically rebalance your mixyour-own portfolio on an annual, semi-annual, or quarterly basis · View detailed account values and asset allocation information and recent account activity

· Review investment performance and pricing information for the investments in your lineup · View your most recent quarterly statements · Model and initiate new loans and check withdrawal availability · Review your personal on-file information including current address · Automatically increase your contributions over time by electing Smart Goal

"Plan Info & Forms" tab

· Download and print Beneficiary Designation and Rollover Contribution Forms · Read your ATI 401(k) Savings Plans' education materials and SPDs · Read your ATI 401(k) Savings Plans' Loan Programs · Review withdrawal and distribution documents for active employees, former employees, and account beneficiaries

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Informational resources

To help you learn more about the new ATI 401(k) Savings Plans' features and for assistance with managing your accounts on an ongoing basis, the following resources will be available. ATI Benefits Center Representatives: If you have any questions or would like more information about the upcoming ATI 401(k) Savings Plans' transition, call an ATI Benefits Center Representative at 1-866-820-2822 between 8:00 a.m. and 8:00 p.m. Eastern Time, any business day. ATI 401(k) Savings Plans' website: When the transition period is complete, log on to the ATI 401(k) Savings Plans' new website, www.atibencenter.com, to access detailed information about the ATI 401(k) Savings Plans' features and investment options. Prior to the transition period and to access your health and insurance benefits and/or defined benefit pension plan, you should continue to log in at www2.benefitsweb.com/ati.html. Educational meetings: Meetings will be held during the coming months for active employees. So be on the lookout for meeting information dates and times to be posted at your work site. Educational materials: If you attend an on-site educational meeting, you'll receive additional information about the ATI 401(k) Savings Plans. If you are unable to attend, you can request this information by calling 1-866-820-2622 or view it online at www.atibencenter.com following the transition period. Investment fact sheets: Following the transition period, if you'd like to review "fact sheets" for any of the ATI 401(k) Savings Plans' investments, simply call 1-866-820-2822 to speak with an ATI Benefits Center Representative or view them online following the transition period by logging on to www.atibencenter.com.

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Notes:

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Notes:

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Important notice concerning your rights under the ATI 401(k) Savings Plans

The following notice is required by law: 1. This notice is to inform you that your ATI 401(k) Savings Plans will be transitioning. 2. You will be temporarily unable to make certain transactions in your individual accounts under the ATI 401(k) Savings Plans. The affected transactions are described in detail in this brochure. This period, during which you will be unable to exercise these rights otherwise available under the ATI 401(k) Savings Plans, is called a "blackout period." Whether or not you are planning retirement in the near future, we encourage you to note how this blackout period may affect your retirement planning as well as your overall financial plan. 3. This notice indicates the periods during which the blackout period will begin and end. During the blackout period you will be unable to re-direct the investment selections in your ATI 401(k) Savings Plan accounts. For this reason, it is important that you review and consider the appropriateness of your current investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income, and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time than investments in diversified funds, and you will not be able to direct the sale of such stocks from your accounts during the blackout period. 4. If you have any questions concerning this notice, you should contact an ATI Benefits Center Representative at 1-866-820-2822.

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FIRST-CLASS MAIL U.S. POSTAGE PAID PROVIDENCE, RI PERMIT #569

ATI Benefits Center PO Box 9754 Providence, RI 02940-9754

Mercer Securities A division of MMC Securities Corp., Member NASD/SIPC

244966 7/07

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