TITANIUM METALS CORPORATION

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                 As Amended and Restated Effective June 8, 2001

     1.  Purpose.  The  purpose of the Amended and  Restated  1996  Non-Employee
Director  Compensation  Plan is to  promote  the  interests  of the  Company  by
providing an inducement  to obtain and retain the services of qualified  persons
who are neither employees nor officers of the Company to serve as members of the
Company's Board of Directors.

     2. Definitions.

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Cause" shall mean any misappropriation of the assets of the Company or
     any of its Subsidiaries resulting in material loss to such entity.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (d)  "Company"   shall  mean  Titanium  Metals   Corporation,   a  Delaware
     corporation.

     (e) "Director" shall mean any person serving as a member of the Board.

     (f)  "Disability"  shall mean the  condition  of a Grantee who is unable to
     engage
     in  any  substantial   gainful   activities  by  reason  of  any  medically
     determinable  physical or mental impairment which can be expected to result
     in death or which has lasted or can be  expected  to last for a  continuous
     period of not less than twelve (12) months.

     (g) "Eligible Directors" shall mean those Directors eligible to participate
     in the Plan pursuant to Section 4.

     (h) "Fair Market Value" shall mean the last reported sale price of Stock on
     the New York  Stock  Exchange  (or other  exchange  upon which the Stock is
     traded as of the date of determination).

     (i)  "Grantee"  shall mean an  Eligible  Director  who has been  granted an
     Option.

     (j) "Ineligible  Directors" shall mean those Directors who are not Eligible
     Directors.

     (k) "Meeting Fees" shall mean the fees to be paid to each Eligible Director
     for such Eligible Director's  attendance at a regular or special meeting of
     the Board or Board committee, as follows:
<PAGE>
<TABLE>
<CAPTION>

                                                                ATTENDED IN PERSON  ATTENDED BY TELEPHONE

<S>                                                               <C>                            <C>
                          Board Meeting                           $1,000                         $350

                          Committee Meeting--
                          Chair only                              $2,000                         $700

                          Committee Meeting--Non-Chair
                          Members                                 $1,000                         $350

</TABLE>

     (l)  "Option"  shall mean an option to  purchase  shares of Stock,  granted
     pursuant to the Plan and subject to the terms and  conditions  described in
     the Plan.  Options shall not be incentive  stock options within the meaning
     of Code Section 422A.

     (m) "Optionee" shall mean a person who holds an Option.

     (n) "Parent" shall mean a corporation of the type defined in Code Section
     424(e).

     (o) "Plan" shall mean this Amended and Restated 1996 Non-Employee  Director
     Compensation  Plan,  as it may be  amended  from time to time  pursuant  to
     Section 9.

     (p)  "Retainer"  shall mean a retainer paid annually to Eligible  Directors
     which shall equal $15,000 in cash plus 1,000 shares of Stock.

     (q) "Stock" shall mean the Company's $.01 par value common stock.

     (r)  "Subsidiary"  shall  mean a  corporation  of the type  defined in Code
     Section 424(f).

     3.  Administration.  The  Plan  shall  be  administered  by the  Ineligible
Directors.  The amount  and  nature of the awards to be granted  under the Plan,
including  grants of Options,  shall be automatic as described in Section 7. The
Ineligible  Directors,  subject to the provisions of the Plan, have the power to
construe the Plan, to determine all questions  thereunder and to adopt and amend
such rules and regulations for the  administration  of the Plan as they may deem
desirable. Any interpretation,  determination,  or other action made or taken by
the Ineligible Directors shall be final, binding, and conclusive.  A majority of
the total number of Ineligible  Directors shall constitute a quorum for purposes
of any action by the  Ineligible  Directors,  and the vote of a majority  of the
Ineligible Directors present at a meeting of the Ineligible Directors at which a
quorum is  present  shall be the act of the  Ineligible  Directors.  Any  action
reduced to writing  and signed by all of the  Ineligible  Directors  shall be as
fully effective as if it had been taken by a vote at a meeting of the Ineligible
Directors  duly  called  and held.  None of the  Ineligible  Directors  shall be
personally liable for any action,  determination or interpretation  made in good
faith with respect to the Plan or the Options.

     4.  Eligibility.  All  Directors  of  the  Company  shall  be  eligible  to
participate  in the  Plan  unless  they  are  employees  of the  Company  or any
Subsidiary or Parent of the Company.
<PAGE>

     5. Shares Subject to the Plan

     (a) Class.  The shares  which are to be made the subject of awards  granted
     under the Plan shall be the Company's  authorized  but unissued  Stock.  In
     connection  with the  issuance  of Stock  under the Plan,  the  Company may
     repurchase Stock in the open market or otherwise.

     (b) Aggregate Amount.  The total number of shares of Stock authorized under
     the Plan shall not exceed  262,500  (subject to  adjustment  under  Section
     10(c)).  If any outstanding  Option under the Plan expires or is terminated
     for any reason, then the Stock allocable to the unexercised portion of such
     Option shall not be charged against the limitation of this Section 5(b) and
     may again become the subject of an Option granted under the Plan.

     6. Retainer/Meeting Compensation.


     (a) Cash  Portion of Retainer.  The cash  portion of the Retainer  shall be
     paid to  each  Eligible  Director  as soon  as  practicable  following  the
     election or re-election of such Eligible  Director by the  stockholders  at
     the  annual  meeting  (or by the Board,  in the case of a filled  vacancy),
     subject to proration as follows:
<TABLE>
<CAPTION>

                                                                                Percentage of cash portion of
             Date on which Eligible Director is elected or re-elected                 Retainer payable
             --------------------------------------------------------                 -------- -------
<S>                                                                                          <C>
                           At Annual Meeting to June 30                                      100%
                              July 1 to September 30                                         75%
                             October 1 to December 31                                        50%
                          January 1 until Annual Meeting                                     25%
</TABLE>


     (b) Stock Portion of Retainer.  Certificates representing the stock portion
     of the Retainer  shall be delivered  to each  Eligible  Director as soon as
     practicable following the election or re-election of such Eligible Director
     by the  stockholders at the annual meeting (or by the Board, in the case of
     a filled vacancy), without proration. Such certificates shall be registered
     in the name of the  Eligible  Director,  and all Stock so  issued  shall be
     fully  paid and  nonassessable.  The  Company  shall  pay any  issuance  or
     transfer taxes with respect to the issuance of Stock.

     (c)  Meeting  Fees.  Meeting  Fees  shall  be paid in cash on or as soon as
     practicable  after any regular or special  meeting  attended by an Eligible
     Director.

     7. Terms,  Conditions  and Form of Options.  Each Option  granted under the
Plan  shall  be  evidenced  by a  written  agreement  substantially  in the form
attached  hereto or in such other form as the  Ineligible  Directors  shall from
time to time approve,  which  agreements  shall be executed by a duly authorized
officer of the  Company and shall  comply  with and be subject to the  following
terms and conditions:

     (a)  Option  Grant  Dates.  Commencing  in 1999,  Options  shall be granted
     automatically  to each Eligible  Director  elected at the annual meeting of
     stockholders  of the  Company  as of the  date  of  such  meeting.  For any
     Eligible  Director who is elected or appointed  after the annual meeting of
     the  stockholders  of the  Company,  the  Options  shall be granted to such
     Eligible Director as of the date of his or her election or appointment.
<PAGE>

     (b) Option  Formula.  Each  Eligible  Director  shall  receive an Option to
     purchase  5,000  shares of Stock on the grant  date of the  Option  without
     further action by the Board or the Ineligible Directors.

     (c) Period of Options.  Options  shall vest and become  exercisable  on the
     first anniversary of grant date of the Option;  and Options shall terminate
     and cease to be exercisable  on the tenth  anniversary of the grant date of
     the Option  (subject to prior  termination as provided in Sections 7(g) and
     (h) below).

     (d) Option  Price.  The  exercise  price of each  Option  shall be the Fair
     Market Value of a share of Stock on the date the Option is granted.

     (e) Exercise of Options.  Vested and  exercisable  Options may be exercised
     (in full or in part) only by written  notice of exercise  delivered  to the
     Company at its principal  executive office  accompanied  either (i) by cash
     payment  of the  aggregate  exercise  price for all  shares of Stock  being
     acquired upon exercise of the Option,  or (ii) written direction to deliver
     the  shares  of Stock  being  acquired  upon  exercise  of the  Option to a
     registered  broker  dealer  with  instruction  to sell such  shares for the
     account of Optionee,  and to remit to the Company out of such sale proceeds
     a cash  payment  equal to the  aggregate  exercise  price for all shares of
     Stock being  acquired  upon  exercise of the Option.  Such Option  shall be
     deemed to have been  exercised  on the date both such  required  items have
     been received by the Company.

     (f) Transferability. No Option granted under the Plan shall be transferable
     other than by will or by the laws of descent  and  distribution;  provided,
     however,  that the Ineligible Directors may determine to grant Options that
     are  transferable,  without payment of  consideration,  to immediate family
     members  of the  Grantee  or to  trusts  or  partnerships  for such  family
     members,   and  may  amend   outstanding   Options  to  provide   for  such
     transferability. No interest of any Optionee in any Option shall be subject
     to  attachment,   execution,   garnishment,   sequestration,  the  laws  of
     bankruptcy  or any other legal or  equitable  process.  Except as otherwise
     determined by the Ineligible Directors, during the lifetime of the Grantee,
     Options shall be exercisable only by the Grantee or the Grantee's  guardian
     or legal representative.

     (g)  Death or  Disability  of  Grantee.  If a  Grantee  dies or  terminates
     performance of services as a Director  because of Disability,  any unvested
     and  unexercisable  Option  granted to such Grantee shall  immediately  and
     fully vest. Such Option,  together with any other vested and  unexercisable
     Options  granted to such Grantee,  may be  exercised,  at any time, or from
     time to time, prior to the earlier of (i) the termination of such Option in
     accordance  with Section 7(c), or (ii) one year after the date of Grantee's
     death  or  termination  of  services  as a  Director,  at  which  date  all
     then-outstanding  and  unexercised  Options  granted to such Grantee  shall
     terminate.  In the case of death,  an Option may be exercised by the person
     or persons to whom the  Optionee's  rights under the Option pass by will or
     applicable  law, or if no such person has such  rights,  by the  Optionee's
     executors  or  administrators;  provided  that such  person(s)  consent  in
     writing  to abide by and be subject to the terms of the Plan and the Option
     and such writing is delivered to the Company.

     (h) Termination of Services as Director.

          (i) If a Grantee's  performance  of  services  for the Company and its
          Subsidiaries  shall  terminate  for any  reason  other  than  death or
          Disability  or  termination  of services as a Director for Cause,  any
          unvested  and  unexercisable  Option  granted  to such  Grantee  shall
          immediately  and fully  vest.  Such  Option,  together  with any other
          vested  and  exercisable  Options  granted  to  such  Grantee,  may be
          exercised,  at any time, or from time to time, prior to the earlier of
          (i) the  termination of such Option in accordance with Section 7(c) or
          (ii) three  months  after the date of such  Grantee's  termination  of
          services  as a  Director,  at  which  date  all  then-outstanding  and
          unexercised Options granted to such Grantee shall terminate.

<PAGE>

          (ii)  If  a  Grantee's  performance  of  services  as  a  Director  is
          terminated for Cause, any unvested and unexercisable Option granted to
          such Grantee  shall  terminate as of the date of such  termination  of
          services. All Options previously granted to such Grantee which are, as
          of the date of such  termination of services,  vested and exercisable,
          may be  exercised  at any  time,  or from  time to time,  prior to the
          earlier  of (i) the  termination  of such  Option in  accordance  with
          Section  7(c) or (ii)  one  month  after  the  date of such  Grantee's
          termination   of   services   as  a   Director,   at  which  date  all
          then-outstanding and unexercised Options granted to such Grantee shall
          terminate. For this purpose of the Plan and any Option agreement, such
          Grantee's service shall be deemed to have terminated on the earlier of
          (A) the date when the Grantee's  service in fact terminated or (B) the
          date when such Grantee  received written notice that his service is to
          terminate for Cause.

     (i) No  Rights as  Shareholder.  No  Optionee  shall  have any  rights as a
     shareholder  with  respect to any Stock  subject to an Option  prior to the
     date of issuance to such Optionee of a certificate or certificates for such
     shares.

     8.  Compliance  With Other Laws and  Regulations.  The Plan,  the grant and
exercise  of  Options  under the Plan,  and the  obligation  of the  Company  to
transfer  shares under such Options shall be subject to all  applicable  federal
and state laws, rules and regulations,  including those related to disclosure of
financial  and other  information  to  Optionees,  and to any  approvals  by any
government  or  regulatory  agency as may be required.  The Company shall not be
required to issue or deliver any  certificates  for shares of Stock prior to (a)
the listing of such shares on any stock  exchange on which the Stock may then be
listed,  where such listing is required  under the rules or  regulations of such
exchange,  and (b) the compliance with applicable  federal and state  securities
laws and regulations relating to the issuance and delivery of such certificates;
provided, however, that the Company shall make all reasonable efforts to so list
such shares and to comply with such laws and regulations.

     9.  Amendment  and  Discontinuance.  The Board may from time to time amend,
suspend or discontinue the Plan; provided,  however, that, the Plan shall not be
amended  without  the consent of the  shareholders  of the Company to the extent
such  consent is required  under Rule 16b-3,  Section  162(m) of the Code or any
stock exchange or market  quotation  system on which the Stock is then listed or
quoted.  Except where  approval of the Board is required by applicable  law, the
power of the Board to amend,  suspend or discontinue the Plan shall be exercised
by the Ineligible Directors.

     10. General Provisions.

     (a)  Assignability.  The  rights and  benefits  under the Plan shall not be
     assignable or transferable by an Eligible Director other than by will or by
     the laws of descent and distribution,  and, except as otherwise  determined
     by the Ineligible  Directors,  during the lifetime of the Grantee,  Options
     granted under the Plan shall be exercisable only by the Grantee.

     (b) Termination of Plan. No Options may be granted under the Plan after May
     18,  2006 (or if such date is not a business  day,  on the next  succeeding
     business  day).  The Plan  shall  automatically  terminate  on the date all
     Options  granted under the Plan have been  exercised or have  terminated or
     expired.
<PAGE>

     (c)  Adjustments in Event of Change in Stock. In the event of any change in
     the   Stock   by   reason   of  any   stock   dividend,   recapitalization,
     reorganization,  merger, consolidation,  split-up, combination, or exchange
     of shares,  or of any similar  change  affecting the Stock,  the number and
     class of shares  subject to  outstanding  Options,  the exercise  price per
     share,  and any  other  terms  of the  Plan  or the  Options  which  in the
     Ineligible   Directors'  sole  discretion   require   adjustment  shall  be
     appropriately  adjusted  consistent  with such change in such manner as the
     Ineligible Directors may deem appropriate.

     (d) No Right to Continue as a Director.  Neither the Plan, nor the granting
     of an Option  nor any  other  action  taken  pursuant  to the  Plan,  shall
     constitute  or be evidence of any  agreement or  understanding,  express or
     implied, that the Company will retain a Director for any period of time, or
     at any particular rate of compensation.

     (e) ERISA. The Plan is not an employee benefit plan which is subject to the
     provisions of the Employee  Retirement Income Security Act of 1974, and the
     provisions of Section 401(a) of the Code are not applicable to the Plan.

     (f)  Non-Statutory  Options.  All Options  granted  under the Plan shall be
     non-statutory  options not entitled to special tax treatment  under Section
     422A of the Code.

     (g) Effective Date of the Plan. The Plan  originally  took effect on May 8,
     1996 (ten days following last adoption by the  stockholders  of the Company
     on May 8, 1996). The Plan was originally  adopted by the Board on March 29,
     1996,  was  subsequently  amended by the Board on April 15,  1996,  and was
     amended and restated by the Board on February 14, 1997,  February 19, 1998,
     May 19, 1998,  February 23, 1999,  February 28, 2001 and June 8, 2001.  The
     Plan was originally adopted by the stockholders of the Company on March 29,
     1996,  and again on May 8, 1996  following the amendment of the Plan by the
     Board.

     (h) Effect of  Amendment  and  Restatement  of the Plan.  This  amended and
     restated  version of the Plan shall  amend and  supersede  in its  entirety
     previous versions of the Plan, provided,  however,  that such amendment and
     restatement  is not  intended to affect the  validity of any actions  taken
     under previous versions of the Plan, as summarized on Exhibit A hereto.

     (i) Governing Law. The Plan and all  determinations  made and actions taken
     pursuant  hereto shall be governed by the laws of the State of Colorado and
     construed accordingly.

     (j)  Variation  of  Pronouns.  All  pronouns  and  any  variations  thereof
     contained herein shall be deemed to refer to masculine,  feminine,  neuter,
     singular or plural, as the identity of the person or persons may require.

<PAGE>
<TABLE>
<CAPTION>

                                    EXHIBIT A

                       HISTORY OF PLAN ACTIONS/AMENDMENTS


                                                                                  MEETING FEES
                                               RETAINER                     (In Person/By Telephone)             OPTIONS
                                   ----------------------------------   ----------------------------------  ------------------
                                                                                    Committee Meeting
                                                                                 -------------------------
                                                                                                Non-Chair     Number @ Price/
                                    Amount of Cash/   # of Shares/       Board     Committee    Committee     Term/
   DATE             ACTION             Date Paid        Date Paid       Meeting   Chair only    Member        Date Issued
------------  -------------------  ----------------------------------   ----------------------------------  ------------------

<S>             <C>                <C>               <C>                <C>        <C>          <C>         <C>
  3-29-96       Plan Adopted        $8,000/          $8,000 in          $1,000/                             625 @ IPO price
                 authorizing        IPO closing      shares               $350                              then at FMV/
                62,500 shares      then 1st          (rounded to                                            5 years/
                                   business day of   next 100)/                                             IPO Closing then
                                   year              IPO closing                                            3rd business day
                                                     then 1st                                               after earnings
                                                     business day                                           release
                                                     of year

  4-15-96        Plan Amended                        400 shares/
                                                     IPO closing
                                                     then 1st
                                                     business day
                                                     of year


  2-14-97        Plan Amended      $8,000/           400 shares/                                            1,500 @ FMV/
                                   Annual Meeting    Annual Meeting                                         10 years/
                                                                                                            3rd business day
                                                                                                            after earnings
                                                                                                            release


  2-19-98        Plan Amended                                                                               1,500 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting


  5-19-98        Plan Amended      $15,000/          500 shares/                   $2,000/     $1,000/
                                   Annual Meeting    Annual Meeting                 $700         $350


  2-23-99        Plan Amended                                                                               5,000 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting


  2-28-01      Plan Amended to                       1,000 shares/
              Authorize 200,000                      Annual Meeting
              Additional shares



</TABLE>

<PAGE>
<TABLE>
<CAPTION>



<S>           <C>
  6-8-01       Plan Amended to
              provide awards to
              Directors elected
                 or appointed
                 after annual
                  meeting of
                 stockholders
</TABLE>