Haynes International - Exhibit 10.10




Exhibit 10.10








January 1, 2002






Mr. Francis J. Petro

2308 Executive Drive

Kokomo, Indiana 46902



Dear Francis:





        
Haynes  International,  Inc. (the "Company")  previously  entered into a legally
binding  letter  agreement  with you,  dated  January  9, 1999,  regarding  your
employment   relationship  with  the  Company  (the  "Employment  Letter").  The
Employment  Letter  contemplated  the  subsequent   execution  of  a  definitive
employment  agreement on terms  consistent with those of the Employment  Letter,
but we have never entered into that definitive employment agreement. 



        
The purpose of this letter is to reflect our agreement  that (a) the  Employment
Letter is no longer in effect,  (b) the  parties do not intend to enter into the
definitive  employment agreement  contemplated by the Employment Letter, and (c)
you shall remain employed as Chief  Executive  Officer of the Company as long as
you are  employed by the  Company.  It is also agreed that either the Company or
you may terminate  your  employment by the Company at any time,  with or without
cause, by sending written notice thereof to the other party. 



          Your base salary for 2002 will
be $440,000,  and for any periods  thereafter  your base salary will be mutually
agreed upon by the Company and you.  Your target bonus for each calendar year of
employment  will be 60% of your base  salary,  and the  payment of the bonus (or
portion  thereof) will be subject to  achievement of such criteria as are agreed
upon by the Company and you.  During the period you are employed by the Company,
you will also be entitled to the  perquisites  that the Company has  provided to
you in the past and to  participate  in all employee  benefit plans and programs
generally  maintained  for senior  executives of the Company.  It is also agreed
that upon  separation  from service with the Company,  regardless  of the reason
therefore,  the Company shall provide to you a single life annuity for your life
providing  an annual  benefit  equal to the  product of (a) your years (full and
partial  years  rounded to the nearest full day) of service with the Company and
(b) 3% of your Final Average Compensation. Your Final Average Compensation shall
be the  product  of (a) twelve  times (b) the sum of all base  salary and annual
bonus  compensation  you received from the Company  (including  amounts withheld
from your base salary as  elective  contributions  to the Haynes  International,
Inc. Combined Profit Sharing and Savings Plan and the Haynes International, Inc.
Flexible  Benefit Plan) during your final sixty completed months of service with
the  Company  divided by sixty.  If you have  completed  less than five years of
service with the Company,  your Final Average  Compensation shall be the product
of (a) twelve times (b) the sum of all base salary and annual bonus compensation
you received from the Company  (including amounts withheld from your base salary
as elective  contributions  to the Haynes  International,  Inc.  Combined Profit
Sharing and Savings Plan and the Haynes  International,  Inc.  Flexible  Benefit
Plan) during your period of service with the Company,  divided by your completed
months of service with the Company.  Notwithstanding the foregoing, for purposes
of  determining  Final Average  Compensation,  any partial months of service and
compensation received for such partial months shall be disregarded.  The benefit
contemplated  hereby will be provided by an annuity  contract to be paid in full
by the Company promptly following your separation from service with the Company,
and the  annuity  contract  shall be issued  by a  reputable  insurance  company
mutually agreed upon by the Company and you. 





Francis J. Petro

January 1, 2002

Page 2











          If  the  foregoing  accurately
reflects the  agreement  that has been  reached  with respect to your  continued
employment  by the Company,  please so indicate by signing a copy of this letter
in the appropriate place set forth below.



	
	
Haynes International, Inc.







By:  

                Richard C. Lappin





Title:  









By:        /ss/  Chinh E. Chu

                Chinh E. Chu





Title:  





	
Agreed and accepted as of the date first written above:







/ss/   Francis J. Petro

Francis J. Petro