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                                                                   Exhibit 10.12



                             C O N F I D E N T I A L

                         RTI INTERNATIONAL METALS, INC.

                          SUPPLEMENTAL PENSION PROGRAM

                  The term "Member" as used herein means an employee of RTI
International Metals, Inc., or of a subsidiary thereof (hereinafter "the
Company") who is a designated participant pursuant to the RTI International
Metals, Inc. Pay Philosophy And Guiding Principles Covering Officer Compensation
at RTI and the Pay Philosophy And Guiding Principles Covering Executive
Compensation at RMI Titanium Company (hereinafter "Pay Philosophy") as
established by the respective Board of Directors and who are identified in
attached Exhibit A as a participant of this Program.

                  The terms "continuous service" and "surviving spouse" as used
herein mean Continuous Service, and surviving spouse as determined under the
Pension Plan for Eligible Salaried Employees of RMI Titanium Company
(hereinafter "the Plan"); provided however, Timothy G. Rupert's continuous
service for purposes of this Program shall include his service with USX
Corporation, as set forth in the Letter Agreement between Timothy G. Rupert and
RTI International Metals, Inc., dated December 2, 2003, and signed by Robert M.
Hernandez. Any benefits payable with respect to an employee who has ceased to be
a designated participant in the Pay Philosophies shall be based on bonuses
received before such employee ceases to be an eligible participant. Such
benefits shall be calculated in accordance with the provisions of the Program.

                  Any member who retires or otherwise terminates employment
under conditions of eligibility for an immediate pension, and not a deferred
vested pension, pursuant to the provisions of the Plan, excluding any Member who
retires without the consent of the Company prior to age 60 pursuant to the
30-year sole option provision, will be eligible to receive the supplemental
pension provided under this Program. In no event shall the supplemental pension
provided under the Program be less than the Member's accrued benefit.

                  The surviving spouse of any Member who has accrued at least 15
years of continuous service and who dies (i) prior to retirement, or (ii) after
retirement under conditions of eligibility for an immediate pension, other than
a deferred vested pension, pursuant to the provisions of the Plan, excluding any
Member who retires without the consent of the Company prior to age 60 pursuant
to the 30-year sole option provisions, will be eligible to receive the
supplemental surviving spouse benefit provided under this Program.



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                  Average Earnings as used herein shall be equal to the total
bonuses paid or credited to the Member pursuant to the Pay Philosophies or to
its predecessor, the RTI International Metals, Inc. Annual Incentive
Compensation Plan (or such other payments or deferrals as shall have been
designated as creditable under the Program by the Board of Directors on or after
January 1, 1985, with respect to the five calendar years for which total bonus
payments or deferrals (or such other payments) were the highest out of the last
ten consecutive calendar years immediately prior to the calendar year in which
retirement or death occurs divided by sixty. Bonus payments or deferrals (or
such other payments) will be considered as having been made for the calendar
year in which the applicable services were performed rather than for the
calendar year in which the bonus payment was actually received.

                  The Average Earnings used in the determination of benefits
under this Program as of retirement will be recalculated using any bonus payable
for the calendar year in which retirement occurs if such bonus produces Average
Earnings greater than that determined at retirement.

                  With respect to a Member who is accruing continuous service
for calculation of benefits under the Plan on or after August 1, 1987, the
Supplemental Pension provided under this Program shall be determined by
multiplying Average Earnings by a percentage which shall be equal to the sum of
1.5% for each year of continuous service. This pension shall be paid monthly for
the life of the Member commencing with the first month following retirement.

                  The Supplemental Surviving Spouse Benefit provided under this
Program shall be equal to 50% of the Supplemental Pension (i) that would have
been payable to the Member had the Member retired as of the date of death in the
case of death prior to retirement, or (ii) that was being paid to the Member in
the case of death after retirement. Payments shall be payable monthly for the
life of the surviving spouse and shall commence with the month following the
month in which the Member's death occurs.

                  Except as a Member elects, prior to the earlier of retirement
or death, to (1) have both the benefits payable to him and the benefits payable
to his surviving spouse under this Program paid on a monthly basis, or (2) have
the benefits payable to him (but not the benefits payable to his surviving
spouse) paid on a monthly basis, he shall receive a lump sum distribution of
both the monthly

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pension and monthly surviving spouse benefits payable. The lump sum distribution
shall be equal to the present value of the amounts payable to the Member and the
Member's spouse using (1) tables adopted by the Company based on (a) the joint
life expectancy of said individuals, or (b) the life expectancy of the Member's
spouse in the event of the employee's death prior to retirement or in the event
that the Member has elected to receive his monthly benefits in the form of an
annuity but has not made the same election on behalf of his spouse with respect
to surviving spouse benefits, and (2) the interest rate established under the
Pension Benefit Guaranty Corporation regulations to determine the present value
of immediate annuities in the event of plan termination. Any lump sum
distribution shall be payable within 60 days following retirement, or death, and
shall represent full and final settlement of all benefits provided hereunder.

                  Benefits provided under this Program shall be paid out of
general assets of the Company.

                  The Vice President & Chief Financial Officer and Treasurer is
responsible for administration of this Program.

                  The Company may at any time, and from time to time, by action
of its Board of Directors, modify or amend, in whole or in part the list of
eligible participants listed on Exhibit 'A,' or terminate any or all of the
provisions of this Program.







Amended:  January 30, 2004

/supplpen.dzp


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                                                                       Exhibit A
                                                                       ---------

                                                       Revised: January 30, 2004


                         RTI INTERNATIONAL METALS, INC.
                          SUPPLEMENTAL PENSION PROGRAM


<TABLE>
<CAPTION>
         Name                            Title
------------------------     ------------------------------

<S>                        <C>
T. G. Rupert               President & Chief Executive Officer
J. H. Odle                 Executive Vice President
D. S. Hickton              Vice President & General Counsel
L. W. Jacobs               Vice President & Chief Financial Officer
G. L. Berkstresser         Vice President & Controller
R. R. Vandegrift           Vice President-Operations
S. R. Giangiordano         Senior Vice President
G. E. Schrecengost         President-TRADCO, Inc.
F. A. Janowski             Vice President-Sales
D. Z. Paull                Vice President-Administration
B. G. Smith                Director-Purchasing
T. G. Cook                 Director-Business Information Systems
E. M. Crist                Director-Technology
K. (Oscar) Yu              Director-Research & Development
</TABLE>