TRUST AGREEMENT


     This Trust  Agreement  (this  "Agreement")  is made effective as of May 22,
2001, by and between Titanium Metals Corporation (the  "Corporation") and Robert
E. Musgraves ("Trustee");

     WHEREAS,  the Corporation and J. Landis Martin  ("Executive")  have entered
into the Agreement to Defer Bonus Payment (the  "Deferral  Agreement")  attached
hereto as Exhibit A;

     WHEREAS,  the  Corporation has incurred or expects to incur liability under
the terms of such Deferral Agreement with respect to Executive;

     WHEREAS,  the Corporation  wishes to establish a trust (the "Trust") and to
contribute  to the Trust  assets  that shall be held  therein for the purpose of
assisting the  Corporation  in  satisfying  its  obligations  under the Deferral
Agreement,  subject to the claims of the Corporation's creditors in the event of
the Corporation's  Insolvency, as herein defined, until paid to Executive or his
beneficiaries  in such  manner and at such times as  specified  in the  Deferral
Agreement; and

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Trust  shall
constitute  an unfunded  arrangement,  which fact shall not affect the status of
the  Deferral  Agreement  as an  unfunded  plan  maintained  for the  purpose of
providing deferred  compensation for a member of a select group of management or
highly compensated  employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974.

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

     Section 1. Establishment of Trust

     (a) The  Corporation  hereby  deposits  with Trustee in trust four hundred,
fifty thousand,  five dollars and forty cents ($450,005.40) , which shall become
the principal of the Trust to be held,  administered  and disposed of by Trustee
as provided in this Agreement.

     (b) The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor trust,  of which the  Corporation
is the grantor,  within the meaning of Subpart E, Part I,  Subchapter J, Chapter
1, Subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed accordingly.

     (d) The  principal  of the Trust  and any  earnings  thereon  shall be held
separate  and  apart  from  other  funds of the  Corporation  and  shall be used
exclusively  for the uses and  purposes  specified  in the  Deferral  Agreement,
subject  to the  claims of the  Corporation's  general  creditors  as herein set
forth.  Executive and his beneficiaries shall have no preferred claim on, or any
beneficial  ownership



<PAGE>


interest  in, any assets of the Trust.  Any rights  created  under the  Deferral
Agreement  and this  Agreement  shall be mere  unsecured  contractual  rights of
Executive and his beneficiaries against the Corporation.  Any assets held by the
Trust will be subject to the claims of the Corporation's general creditors under
federal  and state law in the event of  Insolvency,  as defined in Section  3(a)
herein.

     (e) The  Corporation  shall  make  additional  deposits  of  cash or  other
property  in trust with  Trustee in  accordance  with the terms of the  Deferral
Agreement to augment the principal to be held,  administered  and disposed of by
Trustee as provided in this  Agreement.  Neither Trustee nor Executive or any of
his beneficiaries shall have any right to compel additional deposits,  except as
may be required by the terms of the Deferral Agreement.

     Section 2. Payments to Executive or His Beneficiaries.

     (a) Except as otherwise  provided  herein,  Trustee  shall make payments to
Executive  or his  beneficiaries  in  accordance  with the  Deferral  Agreement.
Trustee shall make  provision for the reporting and  withholding of any federal,
state or local taxes that may be required  to be  withheld  with  respect to the
payment of amounts in accordance with the Deferral Agreement, and shall pay such
amounts  withheld to the appropriate  taxing  authorities or determine that such
amounts have been reported, withheld and paid by the Corporation.

     (b) The entitlement of Executive or his beneficiaries to benefits hereunder
or under the Deferral  Agreement shall be determined by the Corporation  (acting
through  the  MD&C  Committee)  in  accordance  with the  terms of the  Deferral
Agreement,  and any claim for such  benefits  shall be  considered  and reviewed
under the terms of the Deferral Agreement.

     (c) In  addition  to,  or in lieu of,  payments  made from the Trust by the
Trustee in accordance  with Section 2(a), the  Corporation may also make payment
of benefits  directly to Executive or his beneficiaries as they become due under
the terms of the Deferral Agreement. The Corporation shall notify Trustee of its
decision to make  payment of  benefits  directly  prior to the time  amounts are
payable to Executive or his beneficiaries.

     Section 3. Trustee  Responsibility  Regarding  Payments to Executive or His
Beneficiaries When the Corporation Is Insolvent.

     (a) Trustee  shall not make any payments to Executive or his  beneficiaries
if the  Corporation is Insolvent.  Notwithstanding  any other  provision of this
Agreement,  all determinations by Trustee under this Agreement regarding whether
the  Corporation  is solvent or Insolvent  should be based solely on the written
representation  to Trustee made by the  Corporation's  Chief Financial  Officer,
without any requirement of independent investigation by Trustee. The Corporation
shall be  considered  "Insolvent"  for  purposes  of this  Agreement  if (i) the
Corporation  is  unable  to pay  its  debts  as they  become  due,  or (ii)  the
Corporation  is subject  to a pending  proceeding  as a debtor  under the United
States Bankruptcy Code.

                                      -2-
<PAGE>


     (b) At all times  during the  continuance  of this  Trust,  as  provided in
Section 1(d) hereof,  the principal of the Trust and any earnings  thereon shall
be subject to claims of general  creditors of the Corporation  under federal and
state law as set forth below.

          (i)  The Board of  Directors,  the Chief  Executive  Officer,  and the
               Chief  Financial  Officer of the Corporation  shall,  jointly and
               severally,  have the duty to inform  Trustee  in  writing  of the
               Corporation's  Insolvency.  If a person claiming to be a creditor
               of the  Corporation  alleges  in  writing  to  Trustee  that  the
               Corporation has become Insolvent, Trustee shall determine whether
               the Corporation is Insolvent;  such  determination  shall be made
               based  solely on written  representation  to Trustee  made by the
               Corporation's  Chief  Financial  Officer.  Trustee  shall  in all
               events be entitled  and  required to rely on such  representation
               from  the  Corporation's  Chief  Financial  Officer  in  making a
               determination concerning the Corporation's solvency. Pending such
               determination,  Trustee  shall not make any payments to Executive
               or his  beneficiaries or any creditors of the  Corporation.

         (ii)  Unless  Trustee has received  notice from the Board of Directors,
               Chief  Executive  Officer  or  Chief  Financial  Officer  of  the
               Corporation that the Corporation is Insolvent, Trustee shall have
               no duty  at any  time  to  inquire  whether  the  Corporation  is
               Insolvent.

        (iii)  In the  event  that  the  Board  of  Directors,  Chief  Executive
               Officer  or  Chief  Financial  Officer  of  the  Corporation  has
               notified  Trustee  in writing  of the  Corporation's  Insolvency,
               Trustee   shall  not  make  any  payments  to  Executive  or  his
               beneficiaries  and  shall  hold the  assets  of the Trust for the
               benefit of the Corporation's  general creditors.  Nothing in this
               Trust Agreement shall in any way diminish or impair any rights of
               Executive or his  beneficiaries to pursue their rights as general
               creditors  of  the  Corporation  with  respect  to  payments  due
               hereunder or under the  Deferral  Agreement  or  otherwise.

         (iv)  Trustee  shall  resume  making   payments  to  Executive  or  his
               beneficiaries in accordance with Section 2 of this Agreement only
               after  Trustee  has  determined   that  the  Corporation  is  not
               Insolvent (or is no longer Insolvent);  such determination  shall
               be made as described in Section 3(b)(i) above.

     (c)  Provided  that  there  are   sufficient   Trust  assets,   if  Trustee
discontinues  making payments from the Trust pursuant to Section 3(b) hereof and
subsequently  resumes such  payments,  the first of such resumed  payments shall
include  the  aggregate   amount  of  all  payments  due  to  Executive  or  his
beneficiaries  under the terms of the Deferral  Agreement for the period of such
discontinuance,  less the  aggregate  amount of any  payments  made  directly to
Executive  or his  beneficiaries  by the  Corporation  in lieu  of the  payments
provided for hereunder during any such period of discontinuance.

                                      -3-
<PAGE>


     Section 4. Payments to the Corporation.

     Except as provided in Section 3 hereof, the Corporation shall have no right
or power to direct  Trustee to return to the  Corporation or to divert to others
any of the Trust assets  before all payments  have been made to Executive or his
beneficiaries pursuant to the terms of the Deferral Agreement.

     Section 5. Investment Authority.

     In no event may Trustee invest in securities  (including stock or rights to
acquire stock) or obligations issued by the Corporation, other than a de minimus
amount held in common investment  vehicles in which Trustee invests.  All rights
associated with assets of the Trust shall be exercised solely in accordance with
the  directions  of the  Corporation  (acting  through  the MD&C  Committee)  by
Trustee, and shall in no event be exercisable by, or rest with, Executive.

     Section 6. Disposition of Income.

     During the term of this Agreement, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

     Section 7. Accounting by Trustee.

     Trustee shall keep records of all investments, receipts, disbursements, and
all other transactions  pertaining to Trust assets required to be made, as shall
be agreed  upon in writing  between  the  Corporation  (acting  through the MD&C
Committee) and Trustee. Within 60 days following the close of each calendar year
and within 60 days after the removal or  resignation  of Trustee,  Trustee shall
deliver to the Corporation a written account of its  administration of the Trust
during such year or during the period from the close of the last  preceding year
to the date of such  removal  or  resignation,  setting  forth all  investments,
receipts,  disbursements  and  other  transactions  pertaining  to Trust  Assets
effected by it,  including  a  description  of all  securities  and  investments
purchased  and sold with the cost or net  proceeds  of such  purchases  or sales
(accrued  interest paid or receivable being shown  separately),  and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or resignation,  as the case may be. In the event
Trustee  delegates  the  obligations  of  this  section  to an  employee  of the
Corporation,  such  obligations  shall be deemed  to be  fulfilled  by  Trustee.
Trustee shall timely file,  or cause to be filed,  any and all federal and state
tax returns required to be filed on behalf of the Trust.

     Section 8. Responsibility of Trustee.

     (a) Trustee shall act with the care,  skill,  prudence and diligence  under
the circumstances  then prevailing that a prudent person acting in like capacity
and familiar  with such matters  would use in the conduct of an  enterprise of a
like character and with like aims; provided,  however,  that Trustee shall incur
no  liability  to any person for any action  taken (or not taken)  pursuant to a
direction,

                                      -4-
<PAGE>


request or approval given by the Corporation (acting through the MD&C Committee)
in connection,  directly or indirectly, with the terms of the Deferral Agreement
or this  Agreement.  In the event of a dispute  between the  Corporation and any
party in  interest,  Trustee may apply to a court of competent  jurisdiction  to
resolve the dispute.

     (b) The Corporation  agrees to indemnify and hold Trustee harmless from any
and all costs, fees, expenses  (including,  without limitation,  attorney's fees
and  expenses),  claims or  lawsuits  by any  person or entity,  liabilities  or
obligations of any type or nature arising or related, directly or indirectly, to
the  Deferral  Agreement,  this  Agreement  or any  action or  failure to act by
Trustee  in  connection  in any way with any of the  foregoing.  Futhermore,  if
Trustee  undertakes or defends any  litigation  arising in connection  with this
Agreement,  the Corporation agrees to indemnify Trustee against Trustee's costs,
expenses and liabilities  (including,  without  limitation,  attorneys' fees and
expenses)  relating  thereto and to be solely liable for such  payments.  If the
Corporation  does not pay such costs,  expenses and  liabilities in a reasonably
timely  manner,  Trustee  may  obtain  payment  therefor  from  the  Trust.  The
Corporation shall, if requested by Trustee, assume the defense of any litigation
brought against Trustee or the Trust, in which event the Corporation  shall have
no  liability  to Trustee  for any costs or  expenses  of  litigation  (absent a
conflict of interest which  reasonably  necessitates  Trustee's  hiring separate
counsel).

     (c) Trustee may consult with legal counsel (who may also be counsel for the
Corporation  generally)  with  respect  to  any  of its  duties  or  obligations
hereunder.

     (d)  Trustee may hire and the  Corporation  may make  available  to Trustee
agents, accountants,  actuaries,  investment advisors,  financial consultants or
other  professionals to assist it in performing any of its duties or obligations
hereunder. In addition,  Trustee may delegate any of its duties under this Trust
to employees  and  management  of the  Corporation  (other than  Executive)  and
Trustee may  conclusively  rely on the reports of such  employees and management
without further investigation.

     (e) Trustee shall have, without exclusion, all powers conferred on trustees
by  applicable  law,  unless  expressly  provided  otherwise  herein;  provided,
however,  that if an insurance policy is held as an asset of the Trust,  Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as  distinct  from  conversion  of the policy to a  different
form) other than to a successor  Trustee,  or to loan to any person the proceeds
of any borrowing against such policy.

     (f)  Notwithstanding  any  powers  granted  to  Trustee  pursuant  to  this
Agreement  or to  applicable  law,  Trustee  shall not have any power that could
result in the  Trust's  having the  objective  of  carrying  on a  business  and
dividing the gains  therefrom,  within the meaning of section  301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the Code.

                                      -5-
<PAGE>


     Section 9. Compensation and Expenses of Trustee.

     The  Corporation  shall  pay all  administrative  and  Trustee's  fees  and
expenses.  If not so paid,  the fees and expenses  shall be paid to Trustee from
the assets of the Trust.

     Section 10. Resignation and Removal of Trustee.

     (a)  Trustee may resign at any time by written  notice to the  Corporation,
which  shall be  effective  15 days  after  receipt  of such  notice  unless the
Corporation and Trustee agree otherwise.

     (b) Trustee may be removed by the  Corporation on 15 days notice to Trustee
or upon shorter notice accepted by Trustee.

     (c) Upon a Change of Control,  as defined in Section  13(d) below,  Trustee
may not be removed by the Corporation for eighteen (18) months.

     (d) Upon  resignation or removal of Trustee and  appointment of a successor
Trustee,  all Trust assets shall  subsequently  be  transferred to the successor
Trustee.  The transfer shall be completed within 30 days after receipt of notice
of resignation or removal, unless the Corporation extends the time limit.

     (e) If Trustee resigns or is removed,  a successor  shall be appointed,  in
accordance  with Section 11 hereof,  by the  effective  date of  resignation  or
removal  under  Section  10(a) or (b).  If no such  appointment  has been  made,
Trustee may apply to a court of  competent  jurisdiction  for  appointment  of a
successor or for instructions. All expenses of Trustee in connection with such a
proceeding shall be allowed and paid as administrative expenses of the Trust.

     Section 11. Appointment of Successor.

     (a) If Trustee  resigns or is removed in  accordance  with Section 10(a) or
(b) hereof, the Corporation  (acting through the MD&C Committee) may appoint any
person or any other party,  such as a bank trust  department or other party that
may be granted  corporate  trustee  powers  under state law,  as a successor  to
replace Trustee upon resignation or removal.  The appointment of any new Trustee
shall be  effective  when  accepted  in  writing by the new  Trustee,  who shall
succeed to all of the rights and powers of the former  Trustee  with  respect to
the Trust assets.  The former Trustee shall execute any instrument  necessary or
reasonably requested by the Corporation or the successor Trustee to evidence the
transfer.

     (b) The  successor  Trustee  need not  examine  the records and acts of any
prior  Trustee and shall act in regard to the Trust assets,  in accordance  with
all of  the  terms  of  this  Agreement.  The  successor  Trustee  shall  not be
responsible  for and the  Corporation  shall  indemnify and defend the successor
Trustee from any claim or liability resulting from any action or inaction of any
prior

                                      -6-

<PAGE>

Trustee or from any other past event,  or any condition  existing at the time it
becomes successor Trustee.

     Section 12. Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by
Trustee and the Corporation.  Notwithstanding  the foregoing,  no such amendment
shall conflict with the terms of the Deferral  Agreement or shall make the Trust
revocable.

     (b) The Trust shall not terminate  until the date on which Executive or his
beneficiaries  are no longer  entitled to any payments  pursuant to the terms of
the Deferral  Agreement.  Upon  termination of the Trust any assets remaining in
the Trust shall be returned to the Corporation.

     Section 13. Miscellaneous.

     (a) Any provision of this Agreement  prohibited by law shall be ineffective
to the  extent  of any such  prohibition,  without  invalidating  the  remaining
provisions hereof.

     (b) No amount payable to Executive or any of his  beneficiaries  under this
Agreement may be anticipated,  assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment,  garnishment, levy, execution or
other legal or equitable process.

     (c) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Colorado.

     (d) For  purposes of this  Agreement,  "Change of  Control"  shall mean the
purchase or other acquisition by any person, entity or group of persons,  within
the meaning of section  13(d) or 14(d) of the  Securities  Exchange  Act of 1934
(the "Act"), or any comparable  successor  provisions,  of beneficial  ownership
(within the meaning of Rule 13d-3  promulgated  under the Act) of thirty percent
(30%) or more of either the  outstanding  shares of common stock or the combined
voting power of the Corporation's then outstanding voting securities entitled to
vote generally in the election of directors, or the approval by the stockholders
of the Corporation of a reorganization,  merger, or consolidation, in each case,
with  respect  to  which  persons  who  were  stockholders  of  the  Corporation
immediately  prior  to such  reorganization,  merger  or  consolidation  do not,
immediately thereafter, own more than fifty percent (50%) of the combined voting
power   entitled  to  vote  generally  in  the  election  of  directors  of  the
reorganized,  merged or consolidated  Corporation's then outstanding securities,
or a liquidation  or  dissolution  of the  Corporation  or of the sale of all or
substantially all of the Corporation's assets.

     Section 14. Effective Date.

     The effective date of this Trust Agreement shall be May 22, 2001.


                                      -7-
<PAGE>

     EXECUTED  on the  dates of the  respective  acknowledgments  hereto,  to be
effective as of the 22nd day of May, 2001.


                                   CORPORATION

                                   TITANIUM METALS CORPORATION




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


                                   TRUSTEE




                                             /s/ Robert E. Musgraves
                                   -----------------------------------
                                                   Robert E. Musgraves




                                      -8-
<PAGE>

STATE OF COLORADO          )
                           )  ss.
CITY AND COUNTY  OF DENVER )


     This instrument was acknowledged before me on the 15th day of August, 2001,
by Mark A.  Wallace , acting  as Chief  Financial  Officer  of  Titanium  Metals
Corporation.




                                      /s/ Carolyn R. Parkhill
                                 ----------------------------
                                          Notary Public
My Commission Expires:

October 8, 2003




STATE OF COLORADO          )
                           )  ss.
CITY AND COUNTY  OF DENVER )


     This instrument was acknowledged before me on the 15th day of August, 2001,
by Robert E. Musgraves, Trustee.




                                   /s/ Carolyn R. Parkhill
                              ----------------------------
                                       Notary Public
My Commission Expires:

October 8, 2003







                                      -9-