








                                SHAREHOLDER AGREEMENT



                    THIS SHAREHOLDER AGREEMENT, dated  as of April 1, 1996,
          by and between Teledyne, Inc., a Delaware corporation ("TI"), and
          the  shareholder  listed  on  the  signature  page  hereof  (such
          shareholder being referred to herein as the "Shareholder");


                                     WITNESSETH:

                    WHEREAS, the Shareholder, as of the date hereof, is the
          owner  of or has the  sole right to vote the  number of shares of
          Common  Stock, par value $0.10 per share (the "Common Stock"), of
          Allegheny Ludlum  Corporation,  a Pennsylvania  corporation  (the
          "Company"),  set forth below the  name of the  Shareholder on the
          signature page hereof (the "Shares"); and


                    WHEREAS, in reliance upon the execution and delivery of
          this  Agreement,  TI will  enter into  an  Agreement and  Plan of
          Merger  and  Combination,  dated  as  of  the  date  hereof  (the
          "Combination Agreement"), with  XYZ/Power, Inc.  and the  Company
          which provides,  among  other things,  that  upon the  terms  and
          subject to the conditions  thereof, the Company and TI  will each
          become  a  wholly  owned   subsidiary  of  New  Corporation  (the
          "Combination"); and


                    WHEREAS,  to induce  TI to  enter into  the Combination
          Agreement and  to incur  the obligations  set forth therein,  the
          Shareholder is entering into this Agreement pursuant to which the
          Shareholder  agrees  to  vote  in favor  of  the  Combination and
          certain  other matters as set  forth herein, and  to make certain
          agreements  with  respect  to  the  Shares  upon  the  terms  and
          conditions set forth herein;


                    NOW THEREFORE, in consideration of the foregoing and of
          the  mutual covenants  and agreements  set forth  herein  and for
          other good  and valuable consideration, the  receipt and adequacy
          of which  is  hereby acknowledged,  the parties  hereto agree  as
          follows:


                    Section  1.    Voting  of  Shares;   Proxy.    (a)  The
          Shareholder agrees  that until the  earlier of (i)  the Effective
          Time (as defined in  the Combination Agreement) or (ii)  the date
          on which  the Combination  Agreement is terminated  (the earliest

                                        - 1 -












          thereof being hereinafter referred  to as the "Expiration Date"),
          the Shareholder shall vote all Shares owned by the Shareholder at
          any  meeting of  the  Company's shareholders  (whether annual  or
          special  and  whether  or  not  an  adjourned  meeting),  or,  if
          applicable, take  action by written consent  (i) for adoption and
          approval of the  Combination Agreement  and in favor  of the  ALC
          Merger (as defined in the Combination Agreement) and otherwise in
          favor of  the Combination and any  other transaction contemplated
          by the Combination Agreement as such Combination Agreement may be
          modified  or amended  from  time to  time  and (ii)  against  any
          action, omission  or agreement  which would  or  could impede  or
          interfere  with,   or  have  the  effect   of  discouraging,  the
          Combination,  including,  without  limitation,   any  Acquisition
          Proposal (as defined in the Combination Agreement) other than the
          Combination.   Any such vote  shall be  cast or consent  shall be
          given  in accordance  with  such procedures  relating thereto  as
          shall  ensure that it is duly counted for purposes of determining
          that  a quorum  is  present and  for  purposes of  recording  the
          results of such vote or consent.

                    (b)  At   the  request  of   TI,  the  Shareholder,  in
          furtherance of  the transactions  contemplated hereby and  by the
          Combination Agreement, and in order to secure the  performance by
          the  Shareholder of his or her duties under this Agreement, shall
          promptly execute,  in accordance  with the provisions  of Section
          1759(d) of the Pennsylvania Business Corporation Law, and deliver
          to TI, an irrevocable proxy, substantially in the form of Annex A
          hereto, and irrevocably  appoint TI or  its designees, with  full
          power of substitution, his or her attorney and proxy to vote, or,
          if applicable, to give consent with respect to, all of the Shares
          owned by  the Shareholder in  respect of  any of the  matters set
          forth in, and in  accordance with the provisions of,  clauses (i)
          and (ii)  above of  Section 1(a).   The Shareholder  acknowledges
          that the  proxy executed  and delivered by  him or  her shall  be
          coupled with  an interest, shall constitute,  among other things,
          an  inducement for TI  to enter  into the  Combination Agreement,
          shall  be irrevocable and shall not be terminated by operation of
          law  upon  the  occurrence   of  any  event,  including,  without
          limitation,   the  death   or  incapacity  of   the  Shareholder.
          Notwithstanding any provision contained in such proxy, such proxy
          shall terminate upon the Expiration Date.


                    Section  2.    Covenants   of  the  Shareholder.    The
          Shareholder covenants  and  agrees for  the benefit  of TI  that,
          until the Expiration Date, he will:

                    (a)  not sell, transfer, pledge, hypothecate, encumber,
               assign, tender or  otherwise dispose of,  or enter into  any
               contract, option or other  arrangement or understanding with
               respect  to  the  sale,  transfer,   pledge,  hypothecation,
               encumbrance, assignment, tender or other disposition of, any

                                        - 2 -












               of the Shares owned  by him or  her or any interest  therein
               (provided,  that   the  foregoing  shall   not  prevent  the
               Shareholder from  transferring the  Shares to an  entity for
               estate  planning purposes,  provided  that  the  Shareholder
               retains sole  voting rights over  the Shares  or the  estate
               planning entity executes  a joinder agreeing to be  bound by
               the terms of this Agreement);

                    (b)  other  than  as  expressly  contemplated  by  this
               Agreement, not grant  any powers of  attorney or proxies  or
               consents in  respect of any  of the Shares  owned by  him or
               her, deposit any of  the Shares owned  by him into a  voting
               trust,  enter into a voting agreement with respect to any of
               the Shares owned  by him  or her or  otherwise restrict  the
               ability of the holder of  any of the Shares owned by  him or
               her  freely  to  exercise  all voting  rights  with  respect
               thereto;

                    (c)  not, in his  or her capacity  as a shareholder  of
               the  Company  (it  being  understood that  nothing  in  this
               Shareholder  Agreement shall restrict  or affect Shareholder
               in any other capacity,  including as a director  or officer,
               as  applicable, of the Company)  and he or  she shall direct
               and use his or her  best efforts to cause his or  her agents
               and  representatives not to, initiate, solicit or encourage,
               directly  or  indirectly, any  inquiries  or  the making  or
               implementation of any Acquisition  Proposal or engage in any
               negotiations   concerning,   or  provide   any  confidential
               information or  data to, or  have any discussions  with, any
               person  relating to  an  Acquisition Proposal,  or otherwise
               facilitate any effort  or attempt  to make  or implement  an
               Acquisition  Proposal.   The  Shareholder shall  immediately
               cease and  cause to  be terminated any  existing activities,
               including  discussions or  negotiations  with  any  parties,
               conducted heretofore  with respect  to any of  the foregoing
               and  will  take the  necessary steps  to  inform his  or her
               agents and representatives of the obligations undertaken  in
               this  Section  2(c).     The  Shareholder  shall  notify  TI
               immediately if any such  inquiries or proposals are received
               by,  any  such information  is requested  from, or  any such
               negotiations or  discussions are  sought to be  initiated or
               continued with, him or her; and

                    (d)  not  take any  action  whatsoever that,  based  on
               advice from TI's or the Company's independent auditors would
               or   could  prevent  the  Combination  from  qualifying  for
               "pooling of interests" accounting treatment.



                    Section 3.  Covenants  of TI.  TI covenants  and agrees
          for  the benefit  of  the Shareholder  that (a) immediately  upon

                                        - 3 -












          execution of this Agreement, TI shall enter into the  Combination
          Agreement,  and (b) until the  Expiration Date, it  shall use all
          reasonable efforts to take, or cause to be taken, all action, and
          do, or  cause to be  done, all  things necessary or  advisable in
          order  to  consummate   and  make   effective  the   transactions
          contemplated  by this  Agreement and  the  Combination Agreement,
          consistent with the  terms and conditions of each such agreement;
          provided,  however, that nothing in this Section 3, Section 12 or
          any other provision of  this Agreement is intended, nor  shall it
          be  construed,  to limit  or in  any way  restrict TI's  right or
          ability  to exercise  any  of its  rights  under the  Combination
          Agreement.  


                    Section  4.    Representations and  Warranties  of  the
          Shareholder.  The Shareholder represents and warrants to TI that:
          (a) the execution, delivery and performance by the Shareholder of
          this Agreement will not conflict with, require  a consent, waiver
          or approval under, or result in a breach of or default under, any
          of the  terms of  any contract,  commitment  or other  obligation
          (written or oral)  to which  the Shareholder is  bound; (b)  this
          Agreement has been duly executed and delivered by the Shareholder
          and  constitutes a  legal,  valid and  binding obligation  of the
          Shareholder,  enforceable against  the Shareholder  in accordance
          with  its terms; (c) the Shareholder is  the sole owner of or has
          the sole  right to vote the  Shares and the Shares  represent all
          shares of Common Stock which the Shareholder is the sole owner of
          or  has  the sole  right  to vote  at  the date  hereof,  and the
          Shareholder does  not have any  right to acquire,  nor is he  the
          "beneficial owner" (as such  term is defined in Rule  13d-3 under
          the  Securities Exchange Act of  1934, as amended)  of, any other
          shares  of  any class  of  capital stock  of the  Company  or any
          securities convertible into  or exchangeable  or exercisable  for
          any shares of any  class of capital  stock of the Company  (other
          than shares subject  to options  or other rights  granted by  the
          Company); (d) the Shareholder has full right, power and authority
          to execute and  deliver this Agreement and to perform  his or her
          obligations hereunder;  and (e)  the Shareholder owns  the Shares
          free and clear  of all liens, claims,  pledges, charges, proxies,
          restrictions,  encumbrances,  proxies, voting  trusts  and voting
          agreements of  any nature whatsoever  other than  as provided  by
          this Agreement.    The representations  and warranties  contained
          herein shall  be made as  of the date hereof  and as of  each day
          from the date hereof through and including the Effective Time (as
          defined in the Combination Agreement).


                    Section  5.   Adjustments; Additional  Shares.   In the
          event  (a) of any stock dividend, stock split, merger (other than
          the     Combination),     recapitalization,     reclassification,
          combination,  exchange of shares or the like of the capital stock
          of the Company  on, of or  affecting the Shares  or (b) that  the

                                        - 4 -












          Shareholder shall  become the beneficial owner  of any additional
          shares of Common Stock  or other securities entitling the  holder
          thereof  to vote or give consent with  respect to the matters set
          forth in Section 1, then the  terms of this Agreement shall apply
          to  the shares of capital stock or other instruments or documents
          held by the Shareholder  immediately following the  effectiveness
          of the events described in clause (a) or the Shareholder becoming
          the  beneficial owner  thereof  as described  in  clause (b),  as
          though, in either case, they were Shares hereunder.


                    Section  6.   Specific  Performance.    The Shareholder
          acknowledges that the agreements  contained in this Agreement are
          an  integral  part  of   the  transactions  contemplated  by  the
          Combination  Agreement, and  that, without  these agreements,  TI
          would not enter into  the Combination Agreement, and acknowledges
          that damages would be an inadequate remedy for any breach  by him
          or her of  the provisions  of this Agreement.   Accordingly,  the
          Shareholder and TI each agree that the obligations of the parties
          hereunder  shall be  specifically enforceable  and  neither party
          shall take any action to impede the other from seeking to enforce
          such right of specific performance.


                    Section 7.   Notices.   All notices,  requests, claims,
          demands  and  other communications  hereunder shall  be effective
          upon receipt (or  refusal of  receipt), shall be  in writing  and
          shall be delivered  in person, by  telecopy or telefacsimile,  by
          telegram, by  next-day courier service, or by mail (registered or
          certified mail, postage prepaid, return receipt requested) to the
          Shareholder at the address  listed on the signature  page hereof,
          and  to TI  at 2049  Century Park  East, Los  Angeles, California
          90067-3101 Attention: Secretary, telecopy number 310-551-4366, or
          to such other address  or telecopy number  as any party may  have
          furnished to the other in writing in accordance herewith.


                    Section 8.   Binding Effect; Survival.   Upon execution
          and delivery of this Agreement by TI, this Agreement shall become
          effective  as  to the  Shareholder  at the  time  the Shareholder
          executes and delivers this Agreement.  This Agreement shall inure
          to the  benefit of  and be  binding upon  the parties  hereto and
          their  respective heirs, personal representatives, successors and
          assigns.


                    Section  9.   Governing Law.   This Agreement  shall be
          governed  by and  construed in  accordance with  the laws  of the
          Commonwealth of Pennsylvania applicable to agreements made and to
          be performed entirely within such Commonwealth.



                                        - 5 -












                    Section  10.   Counterparts.    This  Agreement may  be
          executed  in two counterparts, both of which shall be an original
          and  both of  which together  shall constitute  one and  the same
          agreement.


                    Section 11.   Effect of Headings.  The Section headings
          herein are for convenience of reference only and shall not affect
          the construction hereof.


                    Section 12.  Additional Agreements;  Further Assurance.
          Subject  to the terms and conditions herein provided, each of the
          parties hereto agrees to  use all reasonable efforts to  take, or
          cause to be taken, all action and to do, or cause to be done, all
          things  necessary, proper  or  advisable to  consummate and  make
          effective the  transactions contemplated by this  Agreement.  The
          Shareholder  will  provide  TI   with  all  documents  which  may
          reasonably be requested by  TI and will take reasonable  steps to
          enable  TI   to  obtain  all  rights  and  benefits  provided  it
          hereunder.


                    Section 13.  Amendment; Waiver.  No amendment or waiver
          of any  provision  of  this Agreement  or  consent  to  departure
          therefrom shall be effective  unless in writing and signed  by TI
          and the Shareholder, in the case of an amendment, or by the party
          which is the beneficiary of any such provision, in the  case of a
          waiver or a consent to depart therefrom.


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                    IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly
          executed by the parties hereto  all as of the day and  year first
          above written.

                                             Teledyne, Inc.


                                             By__________________________  
                                  
                                               Name:  
                                               Title: 

          _______________________                        
          Shareholder


          Address:



          Number of Shares:  































                                        - 7 -












                                                                    ANNEX A



                                   [Form of Proxy]

                                  IRREVOCABLE PROXY



                    In order to secure the performance of the duties of the
          undersigned pursuant  to the  Shareholder Agreement, dated  as of
          April  1,  1996  (the   "Shareholder  Agreement"),  between   the
          undersigned and Teledyne, Inc., a Delaware corporation, a copy of
          such  agreement   being  attached  hereto  and   incorporated  by
          reference herein, the  undersigned hereby irrevocably  appoint(s)
          ______________  and  ________________,  and  each  of  them,  the
          attorneys, agents and proxies, with full power of substitution in
          each  of them,  for the  undersigned and  in the name,  place and
          stead of  the undersigned, in respect  of any of the  matters set
          forth in clauses  (i) and (ii)  of Section  1 of the  Shareholder
          Agreement, to vote or, if applicable, to give written consent, in
          accordance with  the provisions of  said Section 1  and otherwise
          act (consistent with the terms of the Shareholder Agreement) with
          respect to all shares  of Common Stock, par value $0.10 per share
          (the "Shares"), of  Allegheny Ludlum Corporation, a  Pennsylvania
          corporation  (the "Company"),  whether  now  owned  or  hereafter
          acquired, which the undersigned is or may be entitled to  vote at
          any  meeting of the Company  held after the  date hereof, whether
          annual or special and whether or not an adjourned meeting, or, if
          applicable, to give written  consent with respect thereto.   This
          Proxy  is coupled  with  an interest,  shall  be irrevocable  and
          binding on any successor in interest of the undersigned and shall
          not be terminated by operation of law upon the occurrence of  any
          event, including, without limitation,  the death or incapacity of
          the  undersigned.  This Proxy  shall operate to  revoke any prior
          proxy  as to  the Shares heretofore  granted by  the undersigned.
          This Proxy shall terminate on September 30, 1996.  This Proxy has
          been  executed   in  accordance  with  Section   1759(d)  of  the
          Pennsylvania Business Corporation Law.



          Dated:                             ______________________________


          Dated:                             ______________________________






                                         A-1
