RTI International Metals, Inc. Board of Directors Compensation Program Effective August 1, 2011

Target annual compensation is $150,000 for non-employee directors other than the Chairman and $240,000 for the non-employee Chairman and shall be paid 50% in restricted stock and 50% in cash.

In addition to the target compensation set forth above, the following annual cash premiums will be paid for chairing the following standing committees:

Audit Committee: $20,000

Compensation Committee: $20,000

Nominating/Corporate Governance Committee: $10,000

There will be no per meeting fees paid for regular board or committee meetings. However, meeting fees for extraordinarily frequent Board meetings (required to consider transactions or other special circumstances, as determined by the Chairman) in the amount of $1,000 per meeting may be awarded. (Note: Usage of this feature is expected to be extremely infrequent.)

The cash portion of annual target compensation, committee chair premiums, and any special meeting fees are payable in cash quarterly.

Restricted stock will be awarded at beginning of a plan year (commencing with annual shareholders’ meeting) and vest at end of plan year. Partial vesting for directors who leave before their term is up will be at discretion of the Compensation Committee upon recommendation of the Nominating/Corporate Governance Committee.

Restricted stock will be held in custody by RTI until restriction is terminated and then a certificate, free of all restrictions, shall be issued in the director’s name (or a trust as he or she shall designate). Directors shall be entitled to vote the shares of restricted stock upon grant at the beginning of the plan year.