TERMINATION AGREEMENT


     THIS TERMINATION  AGREEMENT  ("Agreement"),  effective as of [*], is by and
between  WYMAN-GORDON  COMPANY,  a Massachusetts  corporation with its principal
office  in  North  Grafton,   Massachusetts   ("Wyman"),   and  TITANIUM  METALS
CORPORATION,  a  Delaware  corporation  with its  principal  office  in  Denver,
Colorado ("TIMET").

                                    RECITALS

     A. Wyman and TIMET are parties to a Purchase and Sale Agreement dated as of
[*], as amended by Amendment  No. 1 to Purchase and Sale  Agreement  dated as of
[*],  with  respect  to the sale by TIMET and the  purchase  by Wyman of certain
titanium metal products on the terms contained therein (the "Prior  Agreement"),
pursuant to which, among other things, [*].

     B. The  parties  have  determined  that it is in their  mutual  interest to
terminate the Prior Agreement and [*].

                               TERMS & CONDITIONS

     The parties hereto agree as follows:

     1. Upon  execution  of this  Agreement by both  parties,  TIMET will pay to
Wyman $6.8 million in accordance with the following schedule:

     (a) On September 29, 2003, $2.0 million;

     (b) By December 26, 2003, $2.0 million; and

     (c) By March 26, 2004, $2.8 million.

Such payments will be made by wire transfer of  immediately  available  funds in
accordance with wire instructions provided by Wyman to TIMET from time to time.

     2. Subject to the  provisions of Section 3 hereof,  the Prior  Agreement is
hereby terminated, including, without limitation, [*].

     3.  Notwithstanding  any  other  written  agreement  or  instrument  to the
contrary, the parties expressly intend and agree that with respect to any Orders
placed by Wyman or a Wyman  Affiliate (as defined in the Prior  Agreement)  with
TIMET and  acknowledged by TIMET to Wyman or such Affiliate prior to the date of


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.

<PAGE>


this Agreement,  such Orders shall be subject to the continuing applicability of
the Prior  Agreement and Purchase Order Terms and Conditions  which apply to any
such Orders, except that TIMET shall [*].

     4. All notices and other  communications  under this Agreement  shall be in
writing and shall be  addressed  as provided in this Section 4. Such notices and
communications (properly addressed) shall be deemed given as follows:

     (a) On the business day when personally delivered;

     (b) three (3) business days after deposit in the mail,  first class postage
prepaid;

     (c) one (1) day after deposit with a recognized overnight business delivery
service; or

     (d) on the  business day when sent by verified  facsimile to the  facsimile
number  provided in this Section 4, with  original  forwarded  by regular  mail,
first class  postage  prepaid,  or by  recognized  overnight  business  delivery
service.

     (e) Notices and communications shall be addressed as follows:

                  If to Wyman:

                           Wyman-Gordon Company
                           244 Worcester Street, Box 8001
                           North Grafton, Massachusetts 01536-8001
                           Attn: Manager Materials
                           Facsimile No.: [*]

                  If to TIMET:

                                    Titanium Metals Corporation
                                    1999 Broadway, Suite 4300
                                    Denver, CO  80202
                                    Attn: General Counsel
                                    Facsimile No.:  [*]

Any party may change its address or facsimile/telephone numbers by giving notice
to the others in accordance with the provisions of this Section 4.

     5. This Agreement shall inure to the benefit of and be binding on TIMET and
Wyman and their  respective  successors  and  permitted  assigns.  Neither party
hereto  may assign its rights and  obligations  hereunder  without  the  written

                                        2

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.

<PAGE>

consent  of the  other;  provided,  however,  that TIMET or Wyman may assign its
rights and obligations hereunder to a company succeeding to all or substantially
all of such party's business without the consent of the other party.

     6. This Agreement may be executed in multiple,  identical counterparts each
of which shall be deemed an original  but all of which,  taken  together,  shall
constitute one and the same instrument.

     7. The parties have  determined  that it is reasonable that this Agreement,
including all matters of construction,  validity, and performance,  shall in all
respects be governed by, and construed and enforced in accordance  only with the
law of the State of New York as applicable  to contracts  entered into and to be
performed  wholly  within such state  between  citizens  of such state,  without
reference to any rules governing conflicts of law.

     8. No provision of this  Agreement  may be changed or modified  except by a
writing  signed on behalf of Wyman and TIMET which makes  express  reference  to
this Agreement.

     9. This Agreement sets forth the entire  agreement  between Wyman and TIMET
with respect to the subject matter hereof and supersedes any and all other prior
agreements  and  understandings  between  Wyman and TIMET  with  respect to such
matters.  The rights and  remedies  afforded  to Wyman or TIMET  pursuant to any
provisions  of this  Agreement  are in addition to any other rights and remedies
afforded by law or otherwise.



            [The remainder of the page is intentionally left blank.]



                                        3

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.

<PAGE>


     IN WITNESS WHEREOF, this Termination Agreement is executed on behalf of the
parties hereto as of the date first hereinabove set forth.


                            WYMAN-GORDON COMPANY


                            By:      /s/ Kevin M. Lynch
                                     ------------------------------------------
                            Name:    Kevin M. Lynch
                                     ------------------------------------------
                            Title:   Director of Raw Matl. Procurement
                                     ------------------------------------------


                            TITANIUM METALS CORPORATION


                            By:      /s/ Robert E. Musgraves
                                     ------------------------------------------
                                     Robert E. Musgraves
                                     Chief Operating Officer - North America



                                        4

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.