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                                                                    Exhibit 10.6


                             C O N F I D E N T I A L


                         RTI INTERNATIONAL METALS, INC.

                              EXCESS BENEFITS PLAN

Article I - Purpose and Effective Date

         The purposes of the RTI International Metals, Inc. Excess Benefits Plan
         are to promote the growth and profitability of RTI International
         Metals, Inc., to attract and retain employees of outstanding competence
         and to provide eligible employees with certain benefits under the terms
         and conditions hereof, in particular, to provide benefits which would
         otherwise be payable under any qualified defined benefit pension plan
         sponsored and maintained by RTI International Metals, Inc., but for the
         operation of certain limitations set forth in the Internal Revenue Code
         of 1986, as amended. This Plan is intended to be an "excess benefit
         plan" within the meaning of Section 3(36) of the Employee Retirement
         Income Security Act of 1974, as amended, and a plan which is unfunded
         and maintained primarily for the purpose of providing deferred
         compensation for a select group of management or highly compensated
         employees.

Article II - Definitions

         For purposes of this Plan, capitalized terms shall have the respective
         meaning set forth in the Qualified Plan as such definitions are
         supplemented by the following:

         2.01 "Administrator" shall mean the Executive Vice President & Chief
              Financial Officer of the Company.


         2.02 "Board" shall mean the Board of Directors of the Company.


         2.03 "Code" shall mean the Internal Revenue Code of 1986 as the same
              may be amended from time to time.

         2.04 "Company" shall mean RTI International Metals, Inc., and its
              subsidiaries, and its successors and assigns.

         2.05 "Eligible Employee" shall mean an employee of the Company
              designated in writing in the manner set forth in Article IV to be
              eligible to participate in the Plan.



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          2.06 "Legislative Limits" shall mean any provisions of the Code which
               have the effect of limiting or reducing the benefits payable
               under or which may be funded under a Qualified Plan. For purposes
               of this Plan, "Legislative Limits" shall specifically include,
               but shall not be limited to (i) the limits on benefits payable
               pursuant to a Qualified Plan as set forth in Section 415 of the
               Code (or a successor provision), (ii) the limitation set forth in
               Section 401(a)(17) of the Code (or a successor provision) on the
               amount of compensation which may be considered for purposes of a
               Qualified Plan and (iii) any other provision of the Code or other
               applicable law enacted after the date hereof which limits such
               benefits unless specifically excluded by the Board.

          2.07 "Plan" shall mean this RTI International Metals, Inc. Excess
               Benefits Plan, as the same may be amended from time to time.

          2.08 "Qualified Plan" shall mean any defined benefit or defined
               contribution pension plan sponsored and maintained by the
               Company, or any of its subsidiaries, that is qualified or
               intended to be qualified under Section 401(a) of the Code and
               that covers an Eligible Employee.


Article III - Administration

          3.01 General Administration. This Plan shall be administered by the
               Administrator in a manner not inconsistent with the terms and
               conditions hereof and in so doing the Administrator shall have
               the authority, in his sole discretion, from time to time to:

               (a) determine and adjust amounts payable under the Plan;

               (b) interpret the Plan;

               (c) make all other determinations and to take all other actions
                   necessary or advisable for the implementation and
                   administration of the Plan; and

               (d) appoint and employ agents and to delegate such
                   responsibilities and duties thereto as he shall deem
                   necessary and proper for the administration of the Plan.



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               In addition to the foregoing, the Administrator may, but shall
               not be required to, provide notice in writing to any employee of
               the Company who the Administrator determines, with a reasonable
               degree of certainty, will upon retirement, or other termination
               of employment contemplated by the Qualified Plan, be eligible to
               receive a benefit hereunder.

          3.02 Determinations of the Administrator. No employee of the Company
               shall be entitled to receive benefits under this Plan unless or
               until his or her entitlement and amount thereof is determined by
               the Administrator. The determinations of the Administrator shall
               be final, conclusive and binding upon the employee and upon the
               Company. The Administrator shall not be liable for any
               determination made or action taken under the Plan made or taken
               in good faith.

Article IV - Eligibility

          4.01 Designation by the Board. The Board shall designate the employees
               who shall be Eligible Employees, giving consideration to the
               function and responsibilities of the employee, his or her past
               performance, his or her contributions to the profitability and
               sound growth of the Company, and such other factors as the Board
               may deem appropriate. The determinations of the Board concerning
               which employees of the Company shall be designated as Eligible
               Employees need not be uniform and may be made selectively among
               the employees of the Company. No employee of the Company is
               entitled to participate in or to receive benefits under this Plan
               unless or until designated as an Eligible Employee by the Board.
               The employees listed in Exhibit A hereto are currently designated
               as Eligible Employees. Except as otherwise provided in Section
               6.01, Exhibit A may be amended from time to time by Board action,
               adding employees to or deleting employees from the list of
               Eligible Employees.

          4.02 Conditions to Benefit Payments. Notwithstanding any provision of
               this Plan to the contrary, no benefits shall be paid in respect
               of an Eligible Employee, either directly to the Eligible Employee
               or to his or her Beneficiary, who is terminated for cause; as
               used herein, the term "cause" shall be limited to (a) action by
               the employee involving willful and wanton malfeasance involving
               specifically a wholly wrongful and unlawful act; or (b) the
               employee being convicted of a felony; or (c) a material violation
               by the employee of any rule, regulation or policy of the Company
               generally applicable to all employees. Nothing


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               contained in this Section 4.02 shall prevent the payment of
               benefits in respect of an Eligible Employee whose employment is
               involuntarily terminated for reasons other than cause after such
               Eligible Employee's benefits have vested.

Article V - Benefits

          5.01 Amount of Benefits. The benefit payable under this Plan shall be
               determined by recalculating the Eligible Employee's pension
               benefit under each applicable Qualified Plan without imposing the
               Legislative Limits and subtracting from such amount the benefit
               that will actually be paid from the Qualified Plan.

          5.02 Form of Benefits. Except as an Eligible Employee elects, prior to
               the earlier of retirement or death, to (1) have both the benefits
               payable to him and the benefits payable to his beneficiary under
               this Plan paid on a monthly basis under the same terms and
               conditions as benefits are elected to be paid by the Eligible
               Employee under the Qualified Plan, or (2) have the benefits
               payable to him (but not the benefits payable to his beneficiary)
               paid on a monthly basis under the same terms and conditions as
               benefits are elected to be paid by the Eligible Employee under
               the Qualified Plan, he shall receive a lump sum distribution of
               all benefits payable under this Plan. The lump sum distribution
               shall be equal to the present value of the amounts payable to the
               Member and the Member's beneficiary using (1) tables adopted by
               the Company based on (a) the joint life expectancy of said
               individuals, or (b) the life expectancy of the Member's
               beneficiary in the event of the employee's death prior to
               retirement or in the event that the Member has elected to receive
               his monthly benefits in the form of an annuity but has not made
               the same election on behalf of this beneficiary, and (2) the
               interest rate established under the Pension Benefit Guaranty
               Corporation regulations to determine the present value of
               immediate annuities inn the event of plan termination. Any lump
               sum distribution shall be payable within 60 days following
               retirement or death, and shall represent full and final
               settlement of all benefits provided hereunder.

Article VI - Amendment or Termination

          6.01 Amendment. The Company, by action of the Board, may modify, alter
               or amend the Plan in whole or in part except to the extent that
               such changes result in the reduction of benefits accrued
               hereunder by or currently being paid to any Eligible Employee or
               his or her Beneficiary as of the date of such amendment.


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          6.02 Termination. The Company, by action of the Board, may terminate
               the Plan or any one or more of its provisions; provided however,
               that such termination shall not reduce the benefits accrued
               hereunder by or currently being paid to any Eligible Employee or
               his or her beneficiary as of the date of such termination.


Article VII - Miscellaneous

          7.01 Unsecured General Creditor. The rights of an Eligible Employee or
               his or her Beneficiary to receive payment of any benefits under
               the Plan shall be and remain no greater than the rights of an
               unsecured general creditor of the Company. In the event the
               Company establishes a trust, which it may but shall not be
               required to do, to hold money or other property of the Company in
               contemplation of paying benefits under the Plan, such money or
               other property shall remain subject to the claims of creditors of
               the Company.

          7.02 Nonassignability. Neither an Eligible Employee nor any other
               person shall have any right to commute, sell, assign, transfer,
               pledge, anticipate, mortgage or otherwise encumber, transfer,
               hypothecate or convey in advance of actual receipt the amounts,
               if any, payable hereunder, or any part thereof, which are, and
               all rights to which are, expressly declared to be unassignable
               and nontransferable. No part of the amounts payable shall, prior
               to actual payment, be subject to seizure or sequestration for the
               payment of any debts, judgments, alimony or separate maintenance
               owed by an Eligible Employee or any other person, nor be
               transferable by operation of law in the event of an Eligible
               Employee's or any other person's bankruptcy or insolvency.

          7.03 Not a Contract of Employment. The terms and conditions of this
               Plan shall not be deemed to constitute a contract of employment
               between the Company and the Eligible Employee, and the Eligible
               Employee (or his or her Beneficiary) shall have no rights against
               the Company except as may otherwise be specifically provided
               herein. Moreover, nothing in this Plan shall be deemed to give an
               Eligible Employee the right to be retained in the service of the
               Company or to interfere with the right of the Company to
               discharge him or change his employment status at any time.



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          7.04 Not a Bar to Corporate Act. Nothing contained in the Plan shall
               prevent the Company from engaging in any reorganization,
               recapitalization, merger, liquidation, sale of assets or other
               corporate transaction.


          7.05 Terms. Whenever any words are used herein in the masculine, they
               shall be construed as though they were used in the feminine in
               all cases where they would so apply; and wherever any words are
               used herein the singular or in the plural, they shall be
               construed as though they were used in the plural or the singular,
               as the case may be, in all cases where they would so apply.

          7.06 Captions. The captions of the articles, sections and paragraphs
               of this Plan are for convenience only and shall not control or
               affect the meaning or construction of any of its provisions.

          7.07 Governing Laws. The provisions of this Plan shall be construed
               and interpreted according to the laws of the State of Ohio.


          7.08 Severability. In case any provision of this Plan shall be held
               illegal or invalid for any reason, said illegality or invalidity
               shall not affect the remaining parts hereof, but his Plan shall
               be construed and enforced as if such illegal and invalid
               provision had never been inserted herein.

          7.09 Notice. Any notice or filing required or permitted to be given to
               the Company under the Plan shall be sufficient if in writing and
               hand delivered, or sent by registered or certified mail, to the
               principal office of the Company. Such notice shall be deemed
               given as of the date of delivery, or, if delivery is made by
               mail, as of the date shown on the postmark on the receipt for
               registration or certification. Contact should be made with:


                                        Excess Benefits Plan
                                        Administrator
                                        RTI International Metals, Inc.
                                        1000 Warren Avenue
                                        Niles, Ohio 44446



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          7.10 Successor. The provisions of this Plan shall be binding on the
               Company and its successors and assigns. The term successors as
               used herein shall include any corporate or other business entity
               which shall, whether by merger, consolidations, purchase or
               otherwise acquire all or substantially all of the business and
               assets of the Company, and successors of any such corporation or
               other business entity.




Revision Date: January 28, 2000




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                                    EXHIBIT A











                              Employees Eligible to
                              Participate under the
                         RTI International Metals, Inc.
                              Excess Benefits Plan







    Name                                        Title
    ----                                        -----

J.H. Odle                               Executive Vice President

T.G. Rupert                             President and Chief Executive Officer







Revision Date: January 28, 2000



/excespln.dzp



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