Exhibit 10.1

                           TITANIUM METALS CORPORATION

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                 As Amended and Restated Effective May 23, 2006

     1.  Purpose.  The  purpose of the Amended and  Restated  1996  Non-Employee
Director  Compensation  Plan is to  promote  the  interests  of the  Company  by
providing an inducement  to obtain and retain the services of qualified  persons
who are neither employees nor officers of the Company to serve as members of the
Company's Board of Directors.

     2. Definitions.

          (a) "Board" shall mean the Board of Directors of the Company.

          (b)  "Cause"  shall  mean any  misappropriation  of the  assets of the
     Company  or any of its  Subsidiaries  resulting  in  material  loss to such
     entity.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "Company"  shall mean  Titanium  Metals  Corporation,  a Delaware
     corporation.

          (e) "Director" shall mean any person serving as a member of the Board.

          (f)  "Disability"  shall mean the condition of a Grantee who is unable
     to engage in any substantial  gainful activities by reason of any medically
     determinable  physical or mental impairment which can be expected to result
     in death or which has lasted or can be  expected  to last for a  continuous
     period of not less than twelve (12) months.

          (g)  "Eligible  Directors"  shall mean  those  Directors  eligible  to
     participate in the Plan pursuant to Section 4.

          (h) "Fair  Market  Value" shall mean the last  reported  sale price of
     Stock on the New York  Stock  Exchange  (or other  exchange  upon which the
     Stock is traded as of the date of determination).

          (i) "Grantee" shall mean an Eligible  Director who has been granted an
     Option.

          (j)  "Ineligible  Directors"  shall mean those  Directors  who are not
     Eligible Directors.

          (k)  "Meeting  Fees" shall mean the daily rate of $1,000 to be paid to
     each Eligible Director for such Eligible Director's attendance at a regular
     or  special  meeting  of the  Board or Board  committee  (in  person  or by
     telephone), or for performing other services at the request of the Board or
     Board committee (other than related to Board or Board committee meetings).

     Provided,  that,  the  meeting  fee is  intended to be paid on a daily rate
     basis  and not on a per  meeting  basis and  covers  any  preparation  time
     required for such meetings.


<PAGE>

          (l) "Option" shall mean an option to purchase shares of Stock, granted
     pursuant to the Plan and subject to the terms and  conditions  described in
     the Plan.  Options shall not be incentive  stock options within the meaning
     of Code Section 422A.

          (m) "Optionee" shall mean a person who holds an Option.

          (n)  "Parent"  shall mean a  corporation  of the type  defined in Code
     Section 424(e).

          (o) "Plan"  shall mean this  Amended and  Restated  1996  Non-Employee
     Director Compensation Plan, as it may be amended from time to time pursuant
     to Section 9.

          (p)  "Retainer"  shall  mean an  annual  retainer  paid  in  quarterly
     installments  to Eligible  Directors which shall be comprised of $20,000 in
     cash,  plus a  variable  number  of  shares  of Stock to be  determined  in
     accordance with the following schedule:

        RANGE OF CLOSING PRICE PER             NUMBER OF SHARES IN ANNUAL
        SHARE ON THE DATE OF GRANT               RETAINER STOCK GRANT

               Over $20                               500 shares
               $10 to $20                           1,000 shares
               $5 to $9.99                          1,500 shares
               Under $5                             2,000 shares


          For service on Board committees,  Eligible  Directors shall be paid an
     annual cash retainer in accordance with the following  schedule,  with each
     such retainer to be payable in quarterly  installments on the same dates as
     the cash portion of the annual Retainer for Board service is paid:

        COMMITTEE OR POSITION                             ANNUAL RETAINER

      Audit Committee Member                                     $10,000
      Audit Committee Chairman or Financial Expert*              $10,000**
      Members of All Other Committees                             $2,000
--------

     *    Provided,  that if one person serves in both  capacities only one such
          annual retainer shall be paid to that person.
     **   In addition to the audit committee member retainer.

          (q) "Stock" shall mean the Company's $.01 par value common stock.

          (r) "Subsidiary"  shall mean a corporation of the type defined in Code
     Section 424(f).

     3. Administration.  The Plan shall be administered by the Board. The amount
and  nature of the  awards to be  granted  under the Plan,  including  grants of
Options, shall be automatic as described in Section 7. The Board, subject to the
provisions  of the Plan,  have the power to construe the Plan,  to determine all
questions  thereunder and to adopt and amend such rules and  regulations for the
administration  of the  Plan as they  may deem  desirable.  Any  interpretation,
determination,  or  other  action  made or taken by the  Board  shall be  final,

<PAGE>

binding,  and  conclusive.  A majority of the total number of the Board  members
shall  constitute a quorum for purposes of any action by the Board, and the vote
of a majority  of the Board  present at a meeting of the Board at which a quorum
is present  shall be the act of the Board.  Any  action  reduced to writing  and
signed by all of the members of the Board shall be as fully  effective  as if it
had been taken by a vote at a meeting of the Board duly called and held. None of
the  Board  shall  be  personally  liable  for  any  action,   determination  or
interpretation made in good faith with respect to the Plan or the Options.

     4.  Eligibility.  All  Directors  of  the  Company  shall  be  eligible  to
participate  in the  Plan  unless  they  are  employees  of the  Company  or any
Subsidiary or Parent of the Company.

     5. Shares Subject to the Plan

          (a)  Class.  The  shares  which are to be made the  subject  of awards
     granted  under the Plan  shall be the  Company's  authorized  but  unissued
     Stock. In connection with the issuance of Stock under the Plan, the Company
     may repurchase Stock in the open market or otherwise.

          (b)  Aggregate  Amount.  The total number of shares of Stock as of the
     close of  business  on May 23,  2006  authorized  under the Plan  shall not
     exceed  379,020  (subject  to  adjustment  under  Section  10(c)).  If  any
     outstanding  Option under the Plan expires or is terminated for any reason,
     then the Stock  allocable to the  unexercised  portion of such Option shall
     not be charged  against the  limitation  of this Section 5(b) and may again
     become the subject of an Option granted under the Plan.

     6. Retainer/Meeting Compensation.

          (a) Cash  Portion  of  Retainer.  The cash  portion  of the  Board and
     committee  Retainers shall be paid to each Eligible  Director  quarterly in
     advance  on or  around  the first  business  day of each  calendar  quarter
     following  the election or  re-election  of such  Eligible  Director by the
     stockholders  at the  annual  meeting  (or by the  Board,  in the case of a
     filled vacancy),  and no payment of partial  quarterly fees will be made or
     required for partial  calendar  quarters  served by a new  director  and/or
     committee member before the next regular  quarterly payment and no director
     and/or  committee member who ceases to serve shall be required to reimburse
     the  Company for the  remainder  of the  calendar  quarter  following  such
     termination of service.

          (b) Stock  Portion of Retainer.  Certificates  representing  the stock
     portion of the Retainer  shall be delivered  to each  Eligible  Director as
     soon as practicable  following the election or re-election of such Eligible
     Director by the stockholders at the annual meeting. Such certificates shall
     be registered in the name of the Eligible Director, and all Stock so issued
     shall be fully paid and  nonassessable.  The Company shall pay any issuance
     or transfer taxes with respect to the issuance of Stock.

          (c) Meeting  Fees/Daily Rate. Meeting Fees and the daily services rate
     shall be paid in cash on or as soon as  practicable  after any  regular  or
     special  meeting  attended,  or  performance  of any other services for the
     Board or a committee of the Board, by an Eligible Director.

     7. Terms,  Conditions  and Form of Options.  Each Option  granted under the
Plan  shall  be  evidenced  by a  written  agreement  substantially  in the form
attached  hereto  or in such  other  form as the Board  shall  from time to time
approve,  which agreements shall be executed by a duly authorized officer of the
Company  and  shall  comply  with and be  subject  to the  following  terms  and
conditions:

          (a) Option  Grant  Dates.  Commencing  in 1999,  Options  were granted
     automatically  to each Eligible  Director  elected at the annual meeting of
     stockholders  of the  Company  as of the  date  of  such  meeting.  For any

<PAGE>

     Eligible  Director who was elected or appointed after the annual meeting of
     the  stockholders  of the Company in a given year, the Options were granted
     to  such  Eligible  Director  as of the  date  of his  or her  election  or
     appointment.  Commencing in 2003, no further Options shall be granted under
     this Plan;  however,  all previously  granted  Options shall remain issued,
     outstanding and exercisable in accordance with their respective terms.

          (b) Option  Formula.  Each  Eligible  Director  received  an Option to
     purchase  a  specified  number of shares of Stock on the grant  date of the
     Option without further action by the Board.

          (c) Period of Options.  Options granted under the Plan vest and become
     exercisable  on the first  anniversary  of grant  date of the  Option;  and
     Options  shall   terminate  and  cease  to  be  exercisable  on  the  tenth
     anniversary of the grant date of the Option  (subject to prior  termination
     as provided in Sections 7(g) and (h) below).

          (d)  Option  Price.  The  exercise  price of each  Option was the Fair
     Market Value of a share of Stock on the date the Option was granted.

          (e)  Exercise  of  Options.  Vested  and  exercisable  Options  may be
     exercised (in full or in part) only by written notice of exercise delivered
     to the Company at its principal  executive office accompanied either (i) by
     cash payment of the aggregate  exercise price for all shares of Stock being
     acquired upon exercise of the Option ("Exercise for Cash"), or (ii) written
     direction to deliver the shares of Stock being  acquired  upon  exercise of
     the Option to a  registered  broker  dealer with  instruction  to sell such
     shares for the account of Optionee, and to remit to the Company out of such
     sale proceeds a cash payment equal to the aggregate  exercise price for all
     shares of Stock  being  acquired  upon  exercise  of the Option  ("Cashless
     Exercise").  Such  Option  shall be  deemed to have  been  exercised,  with
     respect  to an  Exercise  for Cash on the date both the notice and the cash
     payment  have been  received by the Company  (with the  proceeds  per share
     being  calculated  as the  difference  between the Fair Market Value of the
     stock on the date of exercise and the exercise  price of the Option).  Such
     Option  shall be deemed to have been  exercised  with respect to a Cashless
     Exercise on the sale date shown on the Grantee's brokerage  confirmation or
     other  confirmation of trade (with the proceeds per share being  calculated
     as the  difference  between  the  sale  price  of the  stock  shown  on the
     brokerage  confirmation  or other  confirmation  of trade and the  exercise
     price of the Option).

          (f)  Transferability.  No  Option  granted  under  the  Plan  shall be
     transferable other than by will or by the laws of descent and distribution;
     provided,  however,  that the Board may determine to grant Options that are
     transferable, without payment of consideration, to immediate family members
     of the Grantee or to trusts or partnerships  for such family  members,  and
     may amend  outstanding  Options to  provide  for such  transferability.  No
     interest  of any  Optionee  in any Option  shall be subject to  attachment,
     execution, garnishment,  sequestration, the laws of bankruptcy or any other
     legal or equitable  process.  Except as otherwise  determined by the Board,
     during the lifetime of the Grantee,  Options shall be  exercisable  only by
     the Grantee or the Grantee's guardian or legal representative.

          (g) Death or  Disability  of Grantee.  If a Grantee dies or terminates
     performance of services as a Director  because of Disability,  any unvested
     and  unexercisable  Option  granted to such Grantee shall  immediately  and
     fully vest. Such Option,  together with any other vested and  unexercisable
     Options  granted to such Grantee,  may be  exercised,  at any time, or from
     time to time, prior to the earlier of (i) the termination of such Option in
     accordance  with Section 7(c), or (ii) one year after the date of Grantee's

<PAGE>

     death  or  termination  of  services  as a  Director,  at  which  date  all
     then-outstanding  and  unexercised  Options  granted to such Grantee  shall
     terminate.  In the case of death,  an Option may be exercised by the person
     or persons to whom the  Optionee's  rights under the Option pass by will or
     applicable  law, or if no such person has such  rights,  by the  Optionee's
     executors  or  administrators;  provided  that such  person(s)  consent  in
     writing  to abide by and be subject to the terms of the Plan and the Option
     and such writing is delivered to the Company.

          (h) Termination of Services as Director.

               (i) If a Grantee's  performance  of services  for the Company and
          its  Subsidiaries  shall  terminate for any reason other than death or
          Disability  or  termination  of services as a Director for Cause,  any
          unvested  and  unexercisable  Option  granted  to such  Grantee  shall
          immediately  and fully  vest.  Such  Option,  together  with any other
          vested  and  exercisable  Options  granted  to  such  Grantee,  may be
          exercised,  at any time, or from time to time, prior to the earlier of
          (i) the  termination of such Option in accordance with Section 7(c) or
          (ii) three  months  after the date of such  Grantee's  termination  of
          services  as a  Director,  at  which  date  all  then-outstanding  and
          unexercised Options granted to such Grantee shall terminate.

               (ii) If a  Grantee's  performance  of  services  as a Director is
          terminated for Cause, any unvested and unexercisable Option granted to
          such Grantee  shall  terminate as of the date of such  termination  of
          services. All Options previously granted to such Grantee which are, as
          of the date of such  termination of services,  vested and exercisable,
          may be  exercised  at any  time,  or from  time to time,  prior to the
          earlier  of (i) the  termination  of such  Option in  accordance  with
          Section  7(c) or (ii)  one  month  after  the  date of such  Grantee's
          termination   of   services   as  a   Director,   at  which  date  all
          then-outstanding and unexercised Options granted to such Grantee shall
          terminate. For this purpose of the Plan and any Option agreement, such
          Grantee's service shall be deemed to have terminated on the earlier of
          (A) the date when the Grantee's  service in fact terminated or (B) the
          date when such Grantee  received written notice that his service is to
          terminate for Cause.

          (i) No Rights as  Shareholder.  No Optionee shall have any rights as a
     shareholder  with  respect to any Stock  subject to an Option  prior to the
     date of issuance to such Optionee of a certificate or certificates for such
     shares.

     8.  Compliance  With Other Laws and  Regulations.  The Plan,  the grant and
exercise  of  Options  under the Plan,  and the  obligation  of the  Company  to
transfer  shares under such Options shall be subject to all  applicable  federal
and state laws, rules and regulations,  including those related to disclosure of
financial  and other  information  to  Optionees,  and to any  approvals  by any
government  or  regulatory  agency as may be required.  The Company shall not be
required to issue or deliver any  certificates  for shares of Stock prior to (a)
the listing of such shares on any stock  exchange on which the Stock may then be
listed,  where such listing is required  under the rules or  regulations of such
exchange,  and (b) the compliance with applicable  federal and state  securities
laws and regulations relating to the issuance and delivery of such certificates;
provided, however, that the Company shall make all reasonable efforts to so list
such shares and to comply with such laws and regulations.

     9.  Amendment  and  Discontinuance.  The Board may from time to time amend,
suspend or discontinue the Plan; provided,  however, that, the Plan shall not be
amended  without  the consent of the  shareholders  of the Company to the extent
such  consent is required  under Rule 16b-3,  Section  162(m) of the Code or any
stock exchange or market  quotation  system on which the Stock is then listed or
quoted.  Except where  approval of the Board is required by applicable  law, the
power of the Board to amend,  suspend or discontinue the Plan shall be exercised
by the Board.
<PAGE>

     10. General Provisions.

          (a) Assignability. The rights and benefits under the Plan shall not be
     assignable or transferable by an Eligible Director other than by will or by
     the laws of descent and  distribution,  and,  except for the Death  Benefit
     described in Section  10(d) below.  Except as otherwise  determined  by the
     Board,  during the lifetime of the Grantee,  Options granted under the Plan
     shall be exercisable only by the Grantee.

          (b)  Termination  of Plan.  No Options  may be granted  under the Plan
     after May 18,  2006 (or if such  date is not a  business  day,  on the next
     succeeding  business  day). The Plan shall  automatically  terminate on the
     date all  Options  granted  under  the Plan  have  been  exercised  or have
     terminated or expired.

          (c)  Adjustments  in Event of  Change  in  Stock.  In the event of any
     change in the Stock by  reason  of any  stock  dividend,  recapitalization,
     reorganization,  merger, consolidation,  split-up, combination, or exchange
     of shares,  or of any similar  change  affecting the Stock,  the number and
     class of shares  subject to  outstanding  Options,  the exercise  price per
     share,  and any other terms of the Plan or the Options which in the Board's
     sole  discretion  require   adjustment  shall  be  appropriately   adjusted
     consistent  with  such  change  in  such  manner  as  the  Board  may  deem
     appropriate.

          (d) Death Benefit.  In the event that any Eligible Director's services
     should  terminate  because of death,  the Company shall pay in cash to such
     Eligible  Director's  designated   beneficiary  or  beneficiaries  (or  the
     Eligible Director's estate if no beneficiary is designated) an amount equal
     to the cash  portion  of the  annual  Board  and any  committee  Retainers,
     whether or not the Eligible  Director has received any of such  Retainer in
     such year.

          (e) No Right to  Continue as a  Director.  Neither  the Plan,  nor the
     granting  of an Option nor any other  action  taken  pursuant  to the Plan,
     shall constitute or be evidence of any agreement or understanding,  express
     or implied, that the Company will retain a Director for any period of time,
     or at any particular rate of compensation.

          (f) ERISA.  The Plan is not an employee  benefit plan which is subject
     to the provisions of the Employee  Retirement  Income Security Act of 1974,
     and the  provisions of Section 401(a) of the Code are not applicable to the
     Plan.

          (g) Non-Statutory Options. All Options granted under the Plan shall be
     non-statutory  options not entitled to special tax treatment  under Section
     422A of the Code.

          (h) Effective Date of the Plan. The Plan originally took effect on May
     18,  1996 (ten days  following  last  adoption by the  stockholders  of the
     Company on May 8, 1996).  The Plan was  originally  adopted by the Board on
     March 29, 1996,  was  subsequently  amended by the Board on April 15, 1996,
     and was amended and restated by the Board on February  14,  1997,  February
     19, 1998, May 19, 1998, February 23, 1999, February 28, 2001, June 8, 2001,
     May 7, 2002, May 20, 2003,  October 1, 2004,  November 15, 2005 and May 23,
     2006. The Plan was originally adopted by the stockholders of the Company on
     March 29, 1996,  and again on May 8, 1996  following  the  amendment of the
     Plan by the Board.

          (i) Effect of Amendment and  Restatement of the Plan. This amended and
     restated  version of the Plan shall  amend and  supersede  in its  entirety

<PAGE>

     previous versions of the Plan, provided,  however,  that such amendment and
     restatement  is not  intended to affect the  validity of any actions  taken
     under previous versions of the Plan, as summarized on Exhibit A hereto.

          (j) Governing  Law. The Plan and all  determinations  made and actions
     taken  pursuant  hereto  shall  be  governed  by the  laws of the  State of
     Colorado and construed accordingly.

          (k)  Variation of Pronouns.  All pronouns and any  variations  thereof
     contained herein shall be deemed to refer to masculine,  feminine,  neuter,
     singular or plural, as the identity of the person or persons may require.




<PAGE>



                                    EXHIBIT A
                       HISTORY OF PLAN ACTIONS/AMENDMENTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                        RETAINER                        MEETING FEES                         OPTIONS
                                                                  (In Person/By Telephone)

                                                                         Committee Meeting
                                Amount of                                            Non-Chair
                                  Cash/     # of Shares/   Board      Committee      Committee        Number @ Price/Term/
   DATE           ACTION        Date Paid    Date Paid    Meeting     Chair only       Member              Date Issued
------------------------------------------------------------------------------------------------------------------------------

<C>        <C>                   <C>       <C>            <C>                                        <C>
3-29-96    Plan Adopted          $8,000/   $8,000 in      $1,000/                                    625 @ IPO price then at
           authorizing 62,500    IPO       shares           $350                                     FMV/ 5 years/ IPO
           shares               closing    (rounded to                                               Closing then 3rd
                                then 1st   next 100)/                                                business day after
                                business   IPO closing                                               earnings release
                                day of     then 1st
                                year       business day
                                           of year

------------------------------------------------------------------------------------------------------------------------------
4-15-96    Plan Amended                    400 shares/
                                           IPO closing
                                           then 1st
                                           business day
                                           of year

------------------------------------------------------------------------------------------------------------------------------
2-14-97    Plan Amended         $8,000/    400 shares/                                               1,500 @ FMV/
                                Annual     Annual Meeting                                            10 years/ 3rd business
                                Meeting                                                              day after earnings
                                                                                                     release

------------------------------------------------------------------------------------------------------------------------------
2-19-98    Plan Amended                                                                              1,500 @ FMV/
                                                                                                     10 years/
                                                                                                     Annual Meeting

------------------------------------------------------------------------------------------------------------------------------
5-19-98    Plan Amended         $15,000/   500 shares/                 $2,000/          $1,000/
                                Annual     Annual Meeting                $700             $350
                                Meeting

------------------------------------------------------------------------------------------------------------------------------
2-23-99    Plan Amended                                                                              5,000 @ FMV/
                                                                                                     10 years/
                                                                                                     Annual Meeting
------------------------------------------------------------------------------------------------------------------------------
2-28-01    Plan Amended to                 1,000 shares/
           Authorize 200,000               Annual Meeting
           Additional shares

------------------------------------------------------------------------------------------------------------------------------
6-8-01     Plan Amended to
           provide awards to
           Directors elected
           or appointed after
           annual meeting of
           stockholders

------------------------------------------------------------------------------------------------------------------------------
5-7-02     Plan Amended to
           clarify date of option
           exercise and
           calculation of option
           exercise proceeds.

------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                         RETAINER                          MEETING FEES/ DAILY  DEATH BENEFIT
                                                                                                  RATE
--------------------------------------------------------------------------------------------------------------------------------
                                                                                             For meetings
                                                                                         attended in person or
                                  Retainer:                                              by phone; or rate for
                                  Amount of     Price of Stock/# of                       performing services
                                    Cash/             Shares/             Committee          at the request
  DATE            ACTION          Date Paid          Date Paid             Retainer          of the Board
--------------------------------------------------------------------------------------------------------------------------------

<C>           <C>                 <C>          <C>                      <C>                     <C>            <C>
5-20-03       Plan amended to     $20,000,     Over $20 = 500 shares    $2,000, payable         $1,000         Equal to Annual
               increase cash       payable       $10 to $20 = 1,000        quarterly                            Cash Board and
                retainer to       quarterly            shares                                                    Committee(s)
              $20,000, modify                   $5 to $9.99 = 1,500                                                Retainer
                formula for                            shares
              retainer Stock                  Under $5 = 2,000 shares
             grant, add annual
             Committee retainer,                 Granted on date of
                modify meeting                     Annual Meeting
                fee/daily rate
             formula, and delete
             annual option award
--------------------------------------------------------------------------------------------------------------------------------
10-1-04       Plan amended to                                           $2,000 for all
              increase audit                                              committees
             committee annual                                            except audit;
            retainer to $5,000                                         $5,000 for audit
             and to add annual                                           committee; an
             cash retainer of                                             additional
              $5,000 for the                                            $5,000 for the
              audit committee                                           audit committee
             financial expert                                              financial
                                                                         expert; each
                                                                          payable in
                                                                           quarterly
                                                                         installments
--------------------------------------------------------------------------------------------------------------------------------
11-15-05      Plan amended to
                change plan
              administration
               function from
                "Ineligible
            Directors" to Board
--------------------------------------------------------------------------------------------------------------------------------
05-23-06      Plan amended to                                           $2,000 for all
            increase committee                                            committees
             retainers paid to                                           except audit;
              audit committee                                             $10,000 for
              members, audit                                           audit committee;
            committee chairman                                           an additional
                 and audit                                              $10,000 for the
                 committee                                              audit committee
             financial expert                                             chairman or
                                                                       financial expert
                                                                        (provided, that
                                                                         if one person
                                                                        serves in both
                                                                        capacities only
                                                                        one such annual
                                                                        retainer shall
                                                                        be paid to that
                                                                         person); each
                                                                          payable in
                                                                           quarterly
                                                                         installments
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>