<PAGE>


                                                                    Exhibit 10.2


                        SUMMARY OF EXECUTIVE COMPENSATION

                             (UPDATED: MAY 10, 2005)

The Company has previous filed employment agreements, each dated August 1, 1999,
with Timothy G. Rupert, John H. Oldle, Dawne S. Hickton, and Lawrence W. Jacobs
and an employment agreement dated November 1, 1999 with Gordon L. Berkstresser
(the "Named Executive Officers"). On January 28, 2005 the Human Resources
Committee of the Board of Directors met and set the salaries for these
individuals for 2005 and awarded bonuses for 2004 performance.

The chart below outlines the 2005 base salary, bonuses and long term awards
awarded in the first quarter of 2005 to each of the above Named Executive
Officers. This information should be read as amending the information filed with
respect to each of the executive's employment agreements. Additional information
regarding executive compensation is available in the Company's proxy statement
for the 2005 annual meeting of shareholders.

<Table>
<Caption>

          NAME              2005 BASE SALARY       CASH BONUS AWARDED      MARKET VALUE OF      NUMBER OF SHARES OF
                                                  ON JANUARY 28, 2005      RESTRICTED STOCK       RTI COMMON STOCK
                                                                          AWARDED ON JANUARY     UNDERLYING OPTIONS
                                                                              28, 2005(1)        GRANTED ON JANUARY
                                                                                                      28, 2005
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                    <C>                    <C>
 Timothy G. Rupert              $450,000                $375,000               $537,500                15,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 John H. Odle                   $287,000                $125,000               $215,000                10,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Gordon L. Berkstresser         $150,000                $ 65,000               $ 96,750                 5,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Dawne S. Hickton               $200,000                $100,000               $161,250                 8,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Lawrence W. Jacobs             $170,000                $ 65,000               $107,500                 5,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</Table>

The attached Annex sets forth the Company's pay philosophy related to the Named
Executive Officers as well as the Company's other officers, which has been
adopted by the Human Resources Committee and serves as a basis in the
Committee's deliberations with respect to establishing yearly compensation
packages.


-----------------------------------
(1) Market value on January 28,2005

<PAGE>


                      PAY PHILOSOPHY AND GUIDING PRINCIPLES
                        COVERING OFFICER COMPENSATION AT
                         RTI INTERNATIONAL METALS, INC.


         (As Amended by the Human Resources Committee on July 25, 2003)


1. SCOPE

The pay philosophy and guiding principles described herein are applicable to the
RTI International Metals, Inc. officer positions listed below, as well as any
other positions so designated by the Board of Directors:

                                OFFICER-DIRECTORS
                      President and Chief Executive Officer
                            Executive Vice President

                                    OFFICERS
                                 Vice Presidents


OVERALL PHILOSOPHY

RTI's officer compensation programs are designed to:

-       promote achievement of the company's business objectives and reinforce
        its strategies

-       align the interests of the company's officers with those of RTI's
        shareholders

-       provide pay that is externally competitive and internally equitable,
        that rewards accomplishment to the extent identifiable and measurable
        and that delivers significant rewards for exceptional performance.

GUIDING PRINCIPLES

I.      Pay Program Characteristics. The Company's officer compensation programs
        will be managed to help communicate desired results and promote
        decisions and actions that produce these results. The programs will be
        characterized by:

        A.      Variability. A large portion of total compensation will be based
                on company performance, recognizing the highly cyclical nature
                of the business and the need to maintain conservative
                compensation levels during business downturns. While salaries
                will generally be maintained at competitive levels, the major
                opportunities for significant upward shifts in total
                compensation will be provided from short- and long-term
                incentive programs.


<PAGE>


        B.      Clarity. Performance objectives for short- and long-term
                incentive programs, whether quantitative or qualitative, will be
                clearly articulated. Normally the objectives will be
                predetermined and the related performance evaluations will be
                straightforward - - with little need for after-the-fact
                discretionary judgment. However, the opportunity to apply such
                judgment, when deemed necessary by the Board, will be provided.

        C.      Communicability. Officers will be aware of and fully understand
                their earnings potential for a given year and what specific
                actions and results are necessary to achieve these earnings.
                Specific areas of communication will be:

                1.      The factors considered in determining salary levels and
                        increases.

                2.      Annual incentive target objectives and results.

                3.      Annual target levels for restricted stock vesting,
                        performance measures and results.

        D.      Strategic Emphasis. The development and administration of
                compensation programs will include recognition of the roles of
                various elements of pay in attracting, retaining and motivating
                employees, the aspects of performance that each element is best
                suited to reward and the characteristics of the company and its
                officer group that point to emphasis on specific elements of
                pay.

                The table below illustrates, for each officer position, the
                approximate proportion of total direct compensation to be
                represented by each element, assuming both short- and long-term
                incentives are paid at target levels:

<Table>
<Caption>
                                                                      Percent of Direct Compensation
                                                          --------------------------------------------------------
                                                                                   Incentives
                                                                           ---------------------------
                                                              Salary       Short Term    Long Term       Total
                                                          ---------------- ------------- ------------- -----------
<S>                                                     <C>              <C>           <C>            <C>
               President and Chief Executive Officer            35              20            45          100
               Executive Vice President                         40              20            40          100
               Vice Presidents                                  45              15            40          100

</Table>

II.     Pay Positioning and Delivery. Overall, direct compensation (salary,
        bonus and long-term incentives) for RTI's officer group should provide
        remuneration at about the comparator group (as described in Section III)
        average or median when all aspects of performance are at target levels,
        and at or above the comparator group when performance levels
        significantly exceed the target.

        A.      Salary Administration

                1.      Salary Structure. The midpoint of the salary range for
                        each position will be maintained near the median of that
                        for similar positions at appropriate comparator
                        companies (as described in Section III), with the
                        maximum near the 75th percentile of the comparator
                        group. Midpoints will also be monitored to ensure that
                        each reflects the relative value of the position
                        compared with other RTI officer positions.



<PAGE>




                2.      Salary. The major role of salary in rewarding
                        performance and accomplishment is the recognition of
                        consistent excellent performance over a number of years.
                        Merit budgets, as well as individual promotional
                        increases, will reflect such factors as general economic
                        conditions, RTI's performance and the availability of
                        funds. An individual's salary may fall anywhere in the
                        range, up to and including the maximum. However,
                        individual salary increase levels will reflect a variety
                        of factors, including relevant experience, time in
                        position and individual performance as measured in an
                        annual performance review.

        B.      Incentive Compensation

                1.      Annual Incentive Compensation. The major role of annual
                        incentive, or bonus, payments is to motivate employees
                        through the recognition of attainment of specific key
                        objectives and/or other strategic milestones or
                        operational goals. Awards for officer employees are paid
                        under RTI's Annual Incentive Compensation Plan. The
                        Plan's award opportunity guidelines for participants,
                        shown below, will be maintained near the median of that
                        for similar positions at appropriate comparator
                        companies (as described in Section III).

 <Table>
 <Caption>
                                                                                   Percent of Salary
                                                                        -----------------------------------------
                                                                                Range               Target
                                                                        ---------------------- ------------------
<S>                                                                     <C>                    <C>

                    President and Chief Executive Officer                     0 to 120                60
                    Executive Vice President                                  0 to 100                50
                    Vice Presidents                                            0 to 80                40

 </Table>

                The Board of Directors will approve a financial plan at the
                first meeting of the year which will serve as the basis upon
                which the awards are to be paid.

                The Board may establish such individual performance objectives
                for the year, as developed by management or by the Board itself,
                which it deems relevant.

                No award will be paid to participant whose performance is judged
                to be unacceptable regardless of the level of corporate
                performance. Likewise, the Board may pay one or more awards to
                recognize exceptional individual performance regardless of the
                level of corporate performance.

                2.      Long-Term Incentive Compensation. Opportunities for
                        payouts will be designed specifically to reward
                        increases in shareholder wealth, as measured by the
                        price of RTI's common stock and dividend levels, if any,
                        as well as improvement in earnings per share.

                        (A) Grant Levels. The table below shows target award
                        levels, as a percent of salary, for officer positions:

<PAGE>



<Table>
<Caption>
                                                                           Target Range
                                                                            Long-Term              Target Split
                                                                         Incentive Award,            Stock/
                           Position                                     Percent of Salary          Stock Options
                        ----------------------------------------- ------------------------ -----------------------
<S>                      <C>                                       <C>                     <C>
                           President and Chief
                                     Executive Officer                      90 - 130                  80/20
                           Executive Vice President                         80 - 120                  75/25
                           Vice Presidents                                   40 - 80                  70/30

 </Table>

                        (B)     Grant Types and Valuation. Long-term incentive
                                grants will be made in a combination of
                                restricted stock and stock options. Stock
                                options may be traditional or nontraditional
                                stock options and may be granted with or without
                                stock appreciation rights settled in cash or
                                shares, all, at the discretion of the Human
                                Resources Committee and consistent with the
                                provisions of the 1995 Stock Plan.

                                The total projected value of the combination
                                grant for each grantee will be roughly divided,
                                as shown above, between the two types of grants.
                                The target split is intended as rough guidance
                                and the actual split is left to the discretion
                                of the Human Resources Committee. Projected
                                grant valuations may be based on any generally
                                accepted methodology, including mathematical
                                models, including the exercise of judgment.

                        (C)     Grant Frequency. Unless otherwise determined by
                                the Human Resources Committee, grants of stock
                                and stock options will be made annually. A stock
                                grant may be a normal, target-level grant or a
                                "reload" grant that recognizes above-target
                                vesting.

                        (D)     Timing Considerations.

                                (1)     Restricted Stock. Unless otherwise
                                        determined by the Human Resources
                                        Committee, each grant of restricted
                                        stock will be released from restrictions
                                        at a minimum rate of 20 percent a year
                                        beginning the year following the grant
                                        year. This rate may be increased for any
                                        year, to a maximum of 25 percent, based
                                        on the actual percentage improvement in
                                        average earnings per share, for the last
                                        three consecutive years immediately
                                        preceding the year in which the stock is
                                        being vested, over the average for the
                                        three consecutive years ending at the
                                        beginning of the year preceding the year
                                        in which the stock is being vested.

                         (2)  Stock Options. Unless otherwise determined by the
                              Human Resources Committee, stock options will vest
                              in equal installments over a three-year period
                              beginning one year following the date of grant.



<PAGE>
III.    Comparative Data.


        A.      Data Selection Factors. Generally, because of the dearth of U.
                S. companies that compete directly with RTI and because
                managerial talent can be found in organizations other than
                directly competing companies, the compensation data selected for
                use in company and/or individual position comparisons will
                include information on a broad group of U. S. industrial
                companies similar to RTI. The primary determinant of similarity
                will be sales volume; however, when available, other measures of
                "size", such as assets, total capital, total market value, and
                number of employees, will also be included. When appropriate and
                available, data specific to the metals industry or a specific
                position will be used.

        B.      Sources of Comparative Data. Compensation data used in
                comparisons will be obtained from nationally recognized
                compensation consulting firms, such as William M. Mercer, Hay
                Management Consultants, Hewitt Associates, Towers Perrin, or
                such other sources as are approved by the Chairman of the Board
                of Directors.

IV.     Benefits. The objective in providing benefits for RTI's officers will be
        to deliver adequate benefits in the most effective way possible.

V.      Perquisites. Perquisites, which will not be emphasized, will be reviewed
        in their entirety by the Board of Directors from time to time.

VI.     Stock Ownership Guidelines. Each officer will be expected to maintain a
        meaningful equity position in the company's stock. The Board of
        Directors may establish target ownership levels for officers from time
        to time.

VII.    Capital Accumulation/Estate Planning. In designing and administering
        compensation programs, consideration will be given to provisions that
        accommodate the capital accumulation and estate planning objectives of
        officers.

VIII.   Tax/Legal/Accounting Factors. The restrictions imposed by taxing
        authorities, laws and required accounting treatments will be considered
        in the design and administration of compensation programs. These will be
        balanced by the desirability of preserving, to the degree possible, the
        Board's decision-making flexibility.

IX.     Decision-Making Authority. The Board of Directors will monitor and
        review officer compensation programs, in aggregate, to ensure
        consistency with the overall compensation philosophy and guiding
        principles. The Board will approve the salaries of the individuals
        holding the positions described herein as officers and will have
        authority, with respect to incentives and benefits, as is described in
        the relevant plan or program.