TITANIUM METALS CORPORATION

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN


                  As Amended and Restated Effective May 7, 2002


     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>

                                           ATTENDED IN         ATTENDED BY
                                              PERSON            TELEPHONE

         Board Meeting                        $1,000              $350

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

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

         (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.

     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.

<PAGE>

         (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:



     Date on which Eligible Director              Percentage of cash portion of
         is elected or re-elected                      Retainer payable
     --------------------------------                  ----------------
       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%


         (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.

         (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).

<PAGE>

         (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 ("Exercise for Cash"), 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  ("Cashless
     Exercise").  Such  Option  shall be  deemed to have  been  exercised,  with
     respect  to an  Exercise  for Cash on the date both the notice and the cash
     payment  have been  received by the Company  (with the  proceeds  per share
     being  calculated  as the  difference  between the Fair Market Value of the
     stock on the date of exercise and the exercise  price of the Option).  Such
     Option  shall be deemed to have been  exercised  with respect to a Cashless
     Exercise on the sale date shown on the Grantee's brokerage  confirmation or
     other  confirmation of trade (with the proceeds per share being  calculated
     as the  difference  between  the  sale  price  of the  stock  shown  on the
     brokerage  confirmation  or other  confirmation  of trade and the  exercise
     price of the Option).


         (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


<PAGE>

         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.

              (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, June 8, 2001
     and May 7, 2002. 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>

                                    EXHIBIT A
                       HISTORY OF PLAN ACTIONS/AMENDMENTS

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                           RETAINER                     MEETING FEES                OPTIONS
                                                                  (In Person/By Telephone)

                                                                           Committee Meeting
                                   Amount of                                         Non-Chair   Number @ Price/ Term/
                                     Cash/      # of Shares/     Board   Committee   Committee        Date Issued
 DATE             ACTION           Date Paid     Date Paid      Meeting  Chair only   Member
---------------------------------------------------------------------------------------------------------------------------
<S>       <C>                   <C>            <C>             <C>       <C>         <C>       <C>

3-29-96   Plan Adopted          $8,000/        $8,000 in       $1,000/                         625 @ IPO price then at
          authorizing 62,500    IPO closing    shares           $350                           FMV/ 5 years/ IPO Closing
          shares                then 1st       (rounded to                                     then 3rd business day after
                                business day   next 100)/                                      earnings release
                                of year        IPO closing
                                               then 1st
                                               business day 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         Annual                                          10 years/ 3rd business day
                                Meeting        Meeting                                         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         Annual                      $700        $350
                                Meeting        Meeting

---------------------------------------------------------------------------------------------------------------------------
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
          Additional shares                    Meeting

---------------------------------------------------------------------------------------------------------------------------
6-8-01    Plan Amended to
          provide awards to
          Directors elected or
          appointed after annual
          meeting of
          stockholders

---------------------------------------------------------------------------------------------------------------------------
5-7-02    Plan Amended to
          clarify date of
          option exercise and
          calculation of option
          exercise proceeds.

</TABLE>