2004 Titanium Metals Corporation
                      Senior Executive Cash Incentive Plan
                      ------------------------------------


I. PURPOSE

The  purpose of the 2004  Titanium  Metals  Corporation  Senior  Executive  Cash
Incentive  Plan is to attract and retain high quality  senior  executives and to
provide   incentives  to  such  executives  to  maximize  the  annual  financial
performance of Titanium Metals  Corporation and its related entities and thereby
increase  shareholder  value. The Titanium Metals  Corporation  Senior Executive
Cash  Incentive  Plan is intended to qualify for the  exception to the deduction
limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), for qualified "performance-based compensation."

II. EFFECTIVE DATE OF PLAN

The effective date of the Plan shall be January 1, 2004.

III. DEFINITIONS

(a)  "Compensation  Committee" shall mean the committee  comprised solely of two
     or more independent directors of the Company which shall have the authority
     to administer the Plan. No member of the Compensation  Committee shall be a
     current  employee  of the  Company,  a  former  employee  who is  currently
     receiving  compensation  from the  Company for prior  services  (other than
     benefits  under a  tax-qualified  retirement  plan),  a  current  or former
     officer of the Company, or shall receive or have received remuneration from
     the  Company  within the  meaning  of Treas.  Reg.  *1.62-27(e)(3),  either
     directly or indirectly, in any capacity other than as a director.

(b)  "Company" shall mean Titanium Metals Corporation.

(c)  "Disability"  shall mean  disability  by bodily  injury or disease,  either
     occupational  or  nonoccupational  in  cause,  permanently  preventing  the
     Participant,   on  the  basis  of  medical  evidence  satisfactory  to  the
     Compensation Committee,  from engaging in any occupation or employment with
     the Company.

(d)  "Eligible Earnings" shall mean the aggregate base salary actually paid to a
     Participant with respect to a given Plan Year; provided,  however, that any
     amount of base salary  that a  Participant  would have  received in a given
     Plan Year but for a voluntary reduction in base salary shall be included in
     the determination of Eligible Earnings for such year.

(e)  "Participant"  for a  particular  Plan Year shall  mean  those  individuals
     designated  by  the  Compensation  Committee  to  be  eligible  to  receive
     Performance-Based  Compensation  Awards under Section V for that Plan Year.
     The  Compensation  Committee  shall  determine the individuals who shall be
     Participants for a particular Plan Year by January 1 of that Plan Year .

(f)  "Performance-Based  Compensation  Award"  shall  mean  the  cash  award  as
     determined by the application of Section V of the Plan.

(g)  "Plan" shall mean the 2004 Titanium  Metals  Corporation  Senior  Executive
     Cash Incentive Plan, as amended and restated from time to time.

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(h)  "Plan Year" shall mean the 12 consecutive  month period coinciding with the
     Company's fiscal year.

(i)  "Return on Equity" shall mean the ratio  expressed as a percentage  rounded
     to the nearest  tenth of the  Company's Net Income for the Plan Year to its
     Average  Equity for such Plan Year.  "Net Income"  shall mean the Company's
     net income for the Plan  Year,  determined  in  accordance  with  generally
     accepted  accounting  principles  and as reported in the  Company's  annual
     audited consolidated financial statements.  "Average Equity" shall mean the
     arithmetic average of the Company's  stockholders' equity at the end of the
     Plan Year and the end of the immediately preceding Plan Year. Stockholders'
     equity shall be determined in accordance with generally accepted accounting
     principles,  shall be deemed to include foreign currency  translations that
     have been deferred in  accordance  with  Statement on Financial  Accounting
     Standards  No.  52,  and  as  reported  in  the  Company's  annual  audited
     consolidated financial statements.

IV. ELIGIBILITY

Employees  who are  Participants  for a Plan Year are not  eligible for payments
under the Titanium Metals Corporation  Employee Cash Incentive Plan for the same
Plan Year.

Except in the case of the Participant's death or disability,  a Participant must
be  employed  by the  Company  on the last  day of the Plan  Year in order to be
eligible  to  receive a  Performance-Based  Compensation  Award  under the Plan.
However,  in the event a Participant is not employed on the last day of the Plan
Year  because  of the  Participant's  death  or  disability,  any  payment  of a
Performance-Based  Compensation Award made in accordance with Section V shall be
paid to the Participant's  estate or to the disabled Participant at the time the
other  Performance-Based  Compensation Awards are paid to Participants under the
Plan.

V. CALCULATION OF PERFORMANCE-BASED COMPENSATION AWARD

Initially,  calculation of Performance-Based Compensation Awards is based solely
upon the  Company's  Return  on Equity  during  each Plan  Year.  Currently,  no
Performance-Based Compensation Award shall be payable if the Company's Return on
Equity is less than 3%,  and no award  shall be made  under  this  Section in an
amount exceeding 150% of any Participant's Eligible Earnings.  Performance-Based
Compensation  Awards shall be payable  solely in  accordance  with the following
schedule, except that no Performance-Based  Compensation Award for a Participant
shall exceed $2,000,000 for a Plan Year:


Return on Equity                        Award As Percentage of Eligible Earnings
--------------------------------------------------------------------------------
less than 3%                            0%
3% or more but less than 10%            10% to 50%
10% or more and up to 30%               50% to 150%


For a Return  on  Equity  of 3% or more but  less  than  10%,  the  "Award  as a
Percentage of Eligible Earnings" would be fully prorated from 10% up to 50%. For
example,  for a Return on Equity of 6.5%, the "Award as a Percentage of Eligible
Earnings"  is equal to 30%.  Similarly  for a Return  on Equity of 10% and up to
30%,  the  "Award as a  Percentage  of  Eligible  Earnings"  would also be fully
prorated from 50% up to 150%

The above  schedule for any Plan Year may be set or changed by the  Compensation
Committee  during  the first  ninety  days of such Plan  Year.  In the event the

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Compensation  Committee  takes no action prior to the ninetieth day of such Plan
Year to  change,  amend,  or  rescind  the  above  schedule  in  effect  for the
immediately  preceding  Plan Year,  the Return on Equity  schedule for such Plan
Year shall be deemed to be the above  schedule  for such  immediately  preceding
Plan Year.

After that period,  the Compensation  Committee shall have no discretion to make
Performance-Based Compensation Awards except in accordance with the above or any
revised schedule, except that the Compensation Committee has discretion to award
a lesser  Performance-Based  Compensation  Award to a Participant  than that set
forth in the above schedule.  Any Performance-Based  Compensation Award shall be
paid in a single cash payment as soon as practicable following the completion of
the Company's audit for a given Plan Year and  certification by the Compensation
Committee as set forth in Section VI below.

VI. CERTIFICATION BY COMPENSATION COMMITTEE

Notwithstanding   any  other   provision  of  the  Plan  to  the  contrary,   no
Performance-Based Compensation Award may be paid to a Participant under the Plan
until the  Compensation  Committee  certifies  in writing  that the  Company has
achieved a Return on Equity of more than 3%, that the award  corresponds  to the
Return  on  Equity  achieved  by the  Company  for the  applicable  Plan Year in
accordance with the schedule in Section V or any revision  thereof  (unless,  in
its discretion,  the Compensation  Committee  chooses to make a lower award to a
Participant), and that all of the other conditions under the Plan for payment of
the award have been met. For the purposes of this Section,  the approved minutes
of the Compensation  Committee  meeting in which the certification is made shall
be treated as written certification.

VII. ADMINISTRATION

The Plan shall be administered by the Compensation  Committee.  The Compensation
Committee  shall have full  authority to construe and interpret this Plan within
the established rules for its  administration  which are contained in this Plan.
The  Compensation  Committee  shall act by the  unanimous  consent of all of its
members.

The  Compensation  Committee  shall have the  authority to amend the Plan at any
time without  notice,  provided  that any  amendment  which changes the material
terms of the performance goals shall be subject to the approval of the Company's
shareholders. The Compensation Committee may revise the terms of the performance
goals  set  forth  in  Section  V  which  must be met  before  Performance-Based
Compensation  Awards may be paid under the Plan; however the revised performance
goals must be approved by the  shareholders  of the Company before the amendment
is  effective.  The  material  terms  of a  performance  goal  are  approved  by
shareholders if, in a separate vote, a majority of the shares present (in person
or by proxy) and  entitled  to vote on the issue are cast in favor of  approval.
The Compensation  Committee shall have the authority to suspend or terminate the
Plan at any time without notice.

VIII. MISCELLANEOUS

The Plan is not a contract of employment. No term of the Plan shall be construed
to  restrict  the right of the Company to  terminate  or change the terms of any
Participant's  employment  with  the  Company  at any time or to  confer  on any
Participant the right to continue in the employ of the Company for any period of
time or to continue any Participant's present or any other rate of compensation.
No Participant shall have any right to future participation in the Plan.


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No right or  interest  of any  Participant  in the Plan shall be  assignable  or
transferable  or be subject  to any lien,  directly,  by  operation  of law,  or
otherwise,  including by execution,  levy, garnishment,  attachment,  pledge, or
bankruptcy.

The Company shall have the right to deduct from all payments  under the Plan any
foreign,  federal,  state or local taxes  required  by law to be  withheld  with
respect to any such payments.

This instrument  contains the entire  understanding  between the Company and the
employees  participating  in the Plan relating to the Plan,  and  supersedes any
prior agreement between the parties,  whether written or oral. Neither this Plan
nor any  provision  of the  Plan  may be  waived,  modified,  amended,  changed,
discharged or terminated without action by the Compensation Committee.

This Plan shall be construed in  accordance  with,  and shall be governed by the
laws of the State of Colorado.

To the  extent  that  any one or more of the  provisions  of the  Plan  shall be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired.

The  section  headings  are  for  convenience  only  and  shall  not be  used in
interpreting or construing the Plan.



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