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                                                                EXHIBIT 10.2


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

           (As Amended by the Board of Directors on October 28, 2005)



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
                             Senior Vice Presidents
                                 Vice Presidents


OVERALL PHILOSOPHY

RTI's officer compensation programs are designed to:

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

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

o    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:

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         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.

         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
               Senior Vice Presidents                           40              20            40          100
               Vice Presidents                                  45              15            40          100
</TABLE>


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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.

               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.

               3.   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
                    Senior Vice Presidents                        0 to 100                50
                    Vice Presidents                               0 to  80                40
</TABLE>


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                    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:

<TABLE>
<CAPTION>
                                                                Target Range
                                                                 Long-Term              Target Split
                                                               Incentive Award,            Stock/
                                    Position                  Percent of Salary         Stock Options
                           --------------------------         -----------------         -------------
<S>                                                             <C>                      <C>
                           President and Chief
                               Executive Officer                  90 - 130                  80/20
                           Executive Vice President               80 - 120                  75/25
                           Senior Vice Presidents                 75 - 110                  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 stock and stock
                         options. Stock may be restricted shares, performance
                         shares, phantom stock or non-restricted shares. Stock
                         options may be traditional or nontraditional stock
                         options (exercise prices equal to an average over time
                         to mitigate volatility or indexed to external
                         benchmarks or performance contingent) and may be
                         granted with or without stock appreciation rights
                         settled in cash or shares, all, at the discretion of
                         the Human Resources Committee.

                         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

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                         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
                         Stock Plan 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 Stock Plan 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
                              Stock Plan Committee, stock options will vest in
                              equal installments over a three-year period
                              beginning one year following the date of grant.

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,


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               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.