AGREEMENT TO DEFER BONUS PAYMENT

     This AGREEMENT TO DEFER BONUS PAYMENT (this  "Agreement")  is executed this
15th day of August 2001,  but with effect as of May 22, 2001,  between  TITANIUM
METALS CORPORATION,  a Delaware corporation (the  "Corporation"),  and J. Landis
Martin ("Executive").

     WHEREAS, on May 22, 2001, the Board of Directors of the Corporation awarded
Executive a special bonus in recognition of his  performance in connection  with
the settlement of certain  litigation with The Boeing Company,  which settlement
substantially contributed to the success of the Corporation; and

     WHEREAS,  the  Corporation  desires  that  payment of four  hundred,  fifty
thousand,  five  dollars  and  forty  cents  ($450,005.40)  of such  bonus  (the
"Deferred  Special Bonus") be deferred until Executive  ceases to be an employee
or executive officer of the Corporation or such earlier date as the Corporation,
acting through the Management  Development & Compensation Committee of the Board
of  Directors  (the  "MD&C  Committee"),  acting  in its  sole  discretion,  may
determine,  subject to the conditions  specified in Section 1 of this Agreement;
and

     WHEREAS,  the Corporation and Robert E. Musgraves,  as trustee,  will enter
into an agreement (the "Trust Agreement") establishing an irrevocable trust (the
"Trust")  intended to hold and invest an amount of funds  equal to the  Deferred
Special Bonus until such Deferred Special Bonus is paid to Executive pursuant to
this Agreement.

     NOW, THEREFORE, in consideration of the agreements set forth herein and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1. The full amount of the Deferred  Special Bonus which has not  previously
been paid shall be paid to Executive, or his designated beneficiaries,  upon the
earlier  to occur of (a) the  termination  of  Executive's  employment  with the
Corporation (including Executive's  resignation as an executive officer) for any
reason  or (b)  Executive's  death  (the  "Deferred  Payment  Date");  provided,
however,  if the payment of such amount at such time would not be  deductible to
the  Corporation  for tax purposes under the provisions of Section 162(m) of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  or any  successor
provision,  the  Corporation  may defer such payment  until the earliest time at
which the payment of such amount would be  deductible  by the  Corporation.  The
Corporation,  acting  through  the  MD&C  Committee,  may  elect,  in  its  sole
discretion,  to make payment of all or any portion of the Deferred Special Bonus
prior to the Deferred Payment Date.

     2. All unpaid Deferred Special Bonus shall accrue interest beginning on May
22,  2001 up to and  including  the date of payment  to  Executive  pursuant  to
Paragraph  1 hereof at the rate of seven  percent  (7.0%)  per  annum.  Interest
accrued  pursuant to this Paragraph 2 shall compound on a semi-annual  basis and
shall be computed  for the actual

<PAGE>

number of days elapsed on the basis of a year  consisting of 365 or 366 days, as
applicable.  Such  interest  shall  be  paid  at  the  time  of  payment  of any
installment  of the  Deferred  Special  Bonus with respect to the amount of such
installment  and  otherwise  on the  Deferred  Payment  Date with respect to any
unpaid amount outstanding on such date.

     3. The  Corporation  shall  immediately  enter into the Trust Agreement and
thereby establish the Trust. The Corporation shall contribute an amount equal to
the Deferred Special Bonus to the Trust.

     4. Subject to the terms of the Trust Agreement, the Corporation may satisfy
its payment obligations to Executive, or to his designated beneficiaries,  under
this  Agreement  by (a)  directing  the Trustee to make such  payments  from the
principal and/or earnings of the Trust,  (b) making such payments  directly from
the  Corporation's  internal  funds,  or (c) by any  combination of (a) and (b),
provided that all payments to  Executive,  or to his  designated  beneficiaries,
pursuant to this  Agreement  shall be made in immediately  available  funds and,
provided  further,  that the  aggregate  amount  payable to Executive  shall not
exceed the sum of the Deferred  Special Bonus plus interest thereon as described
in Section 2.

     5. The Corporation  shall withhold,  either from the Deferred Special Bonus
(or any portion  thereof) in the year such amount is paid to Executive  pursuant
to Paragraph 1 hereof, or from any salary,  bonus or other compensatory  payment
made to Executive as the Corporation in its sole discretion may determine,  such
amounts as are required by law to be withheld pursuant to the Code and any other
applicable withholding requirements.

     6.  Title  to and  beneficial  ownership  of any  assets,  whether  cash or
investments  and  whether  held  by the  Corporation  or the  Trust,  which  the
Corporation may earmark to meet its payment  obligations to Executive under this
Agreement,  shall at all  times  remain  in the  Corporation  or the  Trust,  as
applicable,  and neither Executive nor any of his designated beneficiaries shall
have any property interest  whatsoever in any specific assets of the Corporation
or the Trust.  Any right of Executive or any of his designated  beneficiaries to
receive  payments from the Corporation  under this Agreement shall be no greater
than the right of any unsecured general creditor of the Corporation.

     7. The right of  Executive  or any other  person to any payment  under this
Agreement may not be assigned, transferred, pledged or encumbered except by will
or by the laws of descent and distribution.

     8. If the  Corporation  shall  find that any  person to whom any  amount is
payable under this Agreement is either (a) unable to care for his or her affairs
because of illness or  accident  or (b) a minor,  then in such  event,  unless a
prior claim therefor shall have been made by a duly appointed  guardian or other
legal  representative,  any payment due may be paid to the  spouse,  a child,  a
parent, a brother or sister, or the person or persons designated by Executive in
writing or, in the absence of any of the  foregoing,  to any one or more persons
deemed by the Corporation (acting through the MD&C

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<PAGE>

Committee) to be appropriate.  Any such payment shall be a complete discharge of
the liabilities of the Corporation under this Agreement.

     9. Nothing contained herein shall be construed as conferring upon Executive
the right to continue in the employ of the Corporation,  whether as an employee,
executive officer, or in any other capacity.

     10. This  Agreement  shall be binding  upon and inure to the benefit of the
Corporation,  it successors and assigns, and Executive and his heirs, designated
beneficiaries, executors, administrators and legal representatives.

     11. This Agreement contains the entire agreement of and between the parties
with  respect  to  the  subject   matter   hereof,   and  supersedes  any  prior
understanding, agreements, or representations by or between the parties, written
or oral,  which may relate to the subject matter hereof in any way. In the event
of any conflict between the terms and provisions of this Agreement and the terms
and  provisions  of any  employment or severance  agreement  entered into by the
parties hereto, the terms and provisions of this Agreement shall govern.

     12. This  Agreement  shall be governed by the laws of the State of Colorado
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Colorado  or any other  jurisdiction)  that would cause
the  application  of the  laws of any  jurisdiction  other  than  the  State  of
Colorado.

                                    * * * * *

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.


                                    TITANIUM METALS CORPORATION




                                    By:      /s/ Mark A. Wallace
                                    ----------------------------------
                                    Its: Chief Financial Officer


                                    EXECUTIVE




                                              /s/ J. Landis Martin
                                    ----------------------------------
                                                      J. Landis Martin










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