AMENDED AND RESTATED
                               EMPLOYMENT CONTRACT


AMONG:

TIMET SAVOIE,  S.A., a societe anonyme with offices at Avenue Paul-Girod,  73400
Ugine,  France [hereinafter  referred to as the "Company"],  represented by Jean
Marc Frisch, President and Directeur General of the Company, and

TITANIUM METALS CORPORATION, a Delaware (USA) corporation,  with offices at 1999
Broadway,  Suite 4300,  Denver,  Colorado,  USA 80202 [hereafter  referred to as
"TIMET"], represented by Robert E. Musgraves, Executive Vice President of TIMET,

ON THE ONE HAND,

AND

MR.  CHRISTIAN  J. M.  LEONHARD,  of  French  Nationality,  residing  at 7,  rue
d'Alleray, 75015 Paris, [hereinafter referred to as "Mr. Leonhard"],

ON THE OTHER HAND,

PREAMBLE

A.      Mr.  Leonhard was  originally  employed by TIMET France,  SARL, a wholly
owned subsidiary of TIMET, on 26 September 1988.

B.      As of 1 January 1997,  TIMET France SARL was merged into the Company and
the employees of TIMET France,  SARL were transferred to the Company pursuant to
Article 122.12 of the French labor Code.. The Company is a 70%-owned  subsidiary
of TIMET.

C.      Since 1997, Mr. Leonhard has served in various capacities in the Company
and has been seconded by the Company to other positions within TIMET.

D.      Since 1 February  2000,  Mr.  Leonhard has been seconded and assigned to
TIMET at its office in Denver,
Colorado, USA pursuant to the terms and conditions set forth below.

E.      This Amended and Restated  Employment Contract is intended to replace in
its  entirety,  on a  prospective  basis from the date  hereof,  Mr.  Leonhard's
previous  Employment Contract with TIMET France SARL dated 26 September 1988 and
subsequent amendments.


1)   Appointment and Term of Mission:

     a)   Mr.    Leonhard   is   seconded   to   TIMET   as    Executive    Vice
          President--Operations as and from 1 February 2000.

     b)   In his capacity of Executive Vice President--Operations,  Mr. Leonhard
          will be  subordinate  to and report to Mr. J. Landis  Martin,  TIMET's
          Chairman,  President  and Chief  Executive  Officer

<PAGE>

          (or any person who succeeds or replaces Mr. Martin in such position or
          to any other person  designated by Mr.  Martin).  Notwithstanding  his
          mission with TIMET,  he shall continue to be considered an employee of
          the Company, which alone shall be entitled to modify or terminate this
          employment contract.

     c)   Mr.  Leonhard is  appointed  to the  above-referenced  position for an
          initial period of one year, as and from 1 February 2000, automatically
          renewable for additional one-year periods.

     d)   Nothing  contained in this amendment  shall  constitute a guarantee of
          employment for any period of time.

2)   Social Security and Unemployment.

     During his  mission  abroad,  Mr.  Leonhard's  affiliation  with the French
     Social Security  authorities shall be maintained by the Company.  Moreover,
     the  Company  will   continue  to  contribute  to  employee  and  employers
     unemployment,  retirement, pension plan, complementary retirement plans and
     other  social  benefits  subscribed  to by the Company for  employees  of a
     similar level and/or position.

3)   Compensation:

     a)   Mr. Leonhard shall receive an annual gross salary of $250,000  payable
          in U.S.  dollars through the TIMET (U.S.) payroll system upon transfer
          to the  USA.  This  salary  (fixed  at  279,150  euros  per  year  for
          conversion  purposes) will be used as Mr. Leonhard's  reference salary
          and as a base for Company contributions to the French benefit schemes.

     b)   Mr.  Leonhard will  participate in TIMET's U.S. profit sharing program
          (as it exists from  time-to-time) at the Executive  level.  Under this
          program  currently,  annual  profit  sharing  payments  are based upon
          corporate-wide  return  on  equity  and  individual  performance,  and
          calculated as a percentage of base compensation

     c)   Nothing  herein shall affect  TIMET's  right to modify or  discontinue
          such  program  at any  time,  or from  time-to-time,  or to  move  Mr.
          Leonhard to a different profit sharing program,  provided that will be
          eligible to receive the same level of benefit  under any such  program
          as other employees of a similar level and/or position.

     d)   Mr. Leonhard will be ineligible to participate in the TIMET retirement
          savings plan due to his participation in the French Retirement program
          through the Company.

4)   Relocation Costs:

     a)   In the event  that Mr.  Leonhard  returns  to France at the end of his
          mission,  either to  continue  employment  with the Company or for the
          purposes of retirement,  the Company shall pay the reasonable costs of
          transporting  his  personal  goods  and  furnishings  back to  France,
          transportation  for  Mr.  Leonhard  and  his  spouse,  and  to  pay  a
          relocation  stipend  equal  to  one  month's  salary  at the  time  of
          relocation.

     b)   The  Company  agrees to pay all  reasonable  and  customary  legal and
          governmental  fees related to Mr.  Leonhard and his spouse's  requests
          for Visas from the United States Government.

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<PAGE>

     c)   It  is   understood   and  agreed   that  the   foregoing   relocation
          reimbursements  and allowances shall not be considered as compensation
          under Article 3 above for purposes of calculating  any bonus,  pension
          or similar  payments to which Mr. Leonhard is or may become  entitled;
          provided, however, that to the extent any such payment is deemed to be
          taxable compensation to Mr. Leonhard, the Company will "gross-up" such
          payment for tax purposes based upon Mr.  Leonhard's  actual  effective
          U.S. tax rate for the tax year in question.

     d)   In the event  that Mr.  Leonhard  returns  to Europe at the end of his
          mission in the U.S to continue  employment  with the Company or TIMET,
          he shall be  entitled  to  participate  in any  automobile  scheme for
          European executives then in effect on the same basis as other European
          executives.

5)   Housing Benefits:

     a)   During the entire term of his mission with TIMET,  Mr.  Leonhard  will
          receive a monthly  housing  allowance  of  $2,300.  The  amount of the
          housing  allowance  shall  not be  considered  as  compensation  under
          Article 3 above for  purposes  of  calculating  any bonus,  pension or
          similar  payments  to which Mr.  Leonhard  is or may  become  entitled
          provided.

     b)   So long as Mr. Leonhard rents or leases housing in the U.S. TIMET will
          pay the taxes on such amount at Mr.  Leonhard's  actual effective U.S.
          tax rate for the tax year in question.  If at any time,  Mr.  Leonhard
          purchases  a home in the U.S.,  the  monthly  housing  allowance  will
          become $2,300 without tax "gross up" (i.e.,  Mr.  Leonhard will become
          responsible for the payment of taxes thereon).

6)   Medical Coverage and Benefits:

     TIMET agrees to provide  medical,  dental,  and vision care coverage  under
     TIMET's  standard  U.S.  medical  plan to Mr.  Leonhard  and  his  eligible
     dependents while they are in the United States,  subject to normal employee
     co-payments  and  deductibles.  TIMET  retains  the  right  to  change  the
     provisions of such health care coverage  from  time-to-time;  provided that
     Mr. Leonhard shall at all times be eligible to receive healthcare  benefits
     comparable to those for which  employees of a similar level and/or position
     with  TIMET are then  eligible.  The  amount of the  premiums  for  medical
     coverage shall not be considered as compensation  under Article 3 above for
     purposes of calculating any bonus, pension or similar payments to which Mr.
     Leonhard is or may become entitled  provided,  however,  that to the extent
     any such payment is deemed to be taxable compensation to Mr. Leonhard,  the
     Company will  "gross-up"  such  payment for tax purposes at Mr.  Leonhard's
     actual effective U.S. tax rate for the tax year in question..

7)   Additional Benefits:

     Mr. Leonhard and his spouse are entitled to one home leave every 12 months.
     The Company will reimburse actual transportation expenses up to the cost of
     round-trip  coach airfare  between the United States and France by the most
     direct route and reasonable incidental surface  transportation  expenses to
     and from the airport or train station for both Mr. Leonhard and his spouse.
     The  amount  of the  transportation  expenses  shall not be  considered  as
     compensation  under Article 3 above for purposes of calculating  any bonus,
     pension or similar payments to which Mr. Leonhard is or may become entitled
     provided,  however,  that to the  extent  any such  payment is deemed to be
     taxable  compensation  to Mr.  Leonhard,  the Company will  "gross-up" such
     payment for tax purposes at Mr.  Leonhard's  actual effective U.S. tax rate
     for the tax year in question.

                                      -3-
<PAGE>

8)   Taxation:

     Mr. Leonhard will be responsible for the filing and payment of income taxes
     as a U.S.  Resident Alien.  Mr. Leonhard is responsible for risk of loss or
     gain and the tax  consequences  related to the purchase or sale of personal
     property in the U.S. Mr. Leonhard is responsible for the correct and timely
     filing of all  required  tax  returns and  related  statements.  TIMET will
     provide  an  allowance  not to exceed  $2,000  ("grossed-up")  per annum to
     assist with the preparation  and filing of taxes.  TIMET will not reimburse
     any costs associated with personal  financial  planning or other advice not
     directly   related  to  tax  preparation   related  to  the   international
     assignment.

9)   Engagement/Confidentiality:

     Mr.  Leonhard  shall  devote  all of his work  time to the  service  of the
     Company or TIMET, and shall refrain from engaging in any other professional
     activity,  whether  or not  competing.  During  the  entire  period of this
     contract  and after its  expiration,  Mr.  Leonhard  agrees to  consider as
     confidential  and not to reveal  any  technical,  financial  or  commercial
     information with respect to the Company and TIMET.

10)  Termination:

     This contract is of indefinite duration.  Each of the parties may terminate
     this  contract by giving six (6) months'  prior  notice  except that in the
     event of his serious  misconduct,  Mr.  Leonhard may be  terminated  by the
     Company without prior notice..

11)  Jurisdiction:

     Any disputes to which the foregoing terms may give rise shall be determined
     by the courts of the location of the  Company's  head  office,  which shall
     have  sole  jurisdiction.  With  respect  to any  questions  which  are not
     addressed  by the present  contract,  the parties  agree to comply with the
     terms  of  the  applicable   collective  bargaining  agreement  (Convention
     Collective Nationale de la Metallurgie, Ingenieurs et Cadres).



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<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement as of 12
August 2001.



                                                /s/ Christian J.M. Leonhard
                                            ------------------------------------
                                                Christian J. M. Leonhard



                                            TIMET SAVOIE



                                            By: /s/ Jean Marc Frisch
                                                ________________________________
                                                 Jean Marc Frisch
                                                 President & Directeur General




                                            TITANIUM METALS CORPORATION



                                            By: /s/ J. Landis Martin
                                                ________________________________

                                            Name: J. Landis Martin
                                                  ______________________________

                                            Title: Chairman and CEO
                                                  ______________________________




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