Exhibit 10.11
 PAY PHILOSOPHY AND GUIDING PRINCIPLES
COVERING EXECUTIVE COMPENSATION AT
RTI INTERNATIONAL METALS, INC.
  SCOPE
  OFFICER-DIRECTORS
 OFFICERS
 OVERALL PHILOSOPHY
  
    
    promote achievement of the companys business objectives and reinforce its strategies
 
    
    align the interests of the companys officers with those of RTIs shareholders
 
    
    provide pay that is externally competitive and internally equitable, that rewards
accomplishment to the extent identifiable and measurable and that delivers significant rewards
for exceptional performance.
 
    
    promote retention of performing officers and non-officer executives.




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GUIDING PRINCIPLES
 I.
    
    Pay Program Characteristics. The Companys compensation programs will be managed to
help communicate desired results and promote decisions and actions that produce these results.
The programs will be characterized by:
 A.
    
    Variability. A large portion of total compensation will be based on
company performance, recognizing the highly cyclical nature of the business and the
need to maintain conservative compensation levels during business downturns. While
salaries will generally be maintained at competitive levels, the major opportunities
for significant upward shifts in total compensation will be provided from short- and
long-term incentive programs.B.
    
    Clarity. Performance objectives for short- and long-term incentive
programs, whether quantitative or qualitative, will be clearly articulated. Normally
the objectives will be predetermined and the related performance evaluations will be
straightforward  - with little need for after-the-fact discretionary judgment.
However, the opportunity to apply such judgment, when deemed necessary by the Board,
will be provided.C.
    
    Communicability. Officers and designated non-officer executives will
be aware of and fully understand their earnings potential for a given year and what
specific actions and results are necessary to achieve these earnings. Specific areas
of communication will be:
 1.
    
    The factors considered in determining salary levels and increases.2.
    
    Annual incentive target objectives and results.3.
    
    Annual target levels for restricted stock vesting, performance
measures and results.
 D.
    
    Strategic Emphasis. The development and administration of compensation
programs will include recognition of the roles of various elements of pay in
attracting, retaining and motivating employees, the aspects of performance that each
element is best suited to reward and the characteristics of the company and its officer
group that point to emphasis on specific elements of pay. The Companys compensation
programs will emphasize variable components over guaranteed fixed components.
 II.
    
    Pay Positioning and Delivery. Overall, total direct compensation (salary, bonus and
long-term incentives) for RTIs officer and executive groups should provide remuneration that
approximates the comparator group (as described in Section III) median when all aspects of
performance are at target levels, and at or above the comparator group median when




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performance levels significantly exceed the target.
 A.
    
    Salary Administration
 1.
    
    Salary Structure. The midpoint of the salary range for each
position will be maintained near the median of that for similar positions at
appropriate comparator companies (as described in Section III), with the maximum
near the 75th percentile of the comparator group. Midpoints will also
be monitored to ensure that each reflects the relative value of the position
compared with other RTI officer and executive positions.2.
    
    Salary. The major role of salary in rewarding performance
and accomplishment is the recognition of consistent excellent performance over a
number of years. Merit budgets, as well as individual promotional increases, will
reflect such factors as general economic conditions, RTIs performance and the
availability of funds. An individuals salary may fall anywhere in the range, up
to and including the maximum.3.
    
    However, individual salary increase levels will reflect a variety of
factors, including relevant experience, time in position and individual
performance as measured in an annual performance review.
 B.
    
    Incentive Compensation
 1.
    
    Annual Incentive Compensation. The major role of annual
incentive, or bonus, payments is to motivate employees through the recognition of
attainment of specific key objectives and/or other strategic milestones or
operational goals. Awards are paid under RTIs annual incentive compensation
program (i.e., annual bonuses). Award opportunity guidelines for participants
will be maintained near the median of that for similar positions at appropriate
comparator companies (as described in Section III).The Board of Directors will approve a financial plan at the first meeting of the
year which will serve as the basis upon which the awards are to be paid.The Board may also establish individual performance objectives for the year, as
developed by management or by the Board itself, which are relevant to the
performance of the Company.No award will be paid to a participant whose individual performance is judged to be
unacceptable regardless of the level of corporate performance. Likewise, the Board
may pay one or more awards to recognize exceptional individual performance
regardless of the level of corporate performance.




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2.
    
    Long-Term Incentive Compensation. Opportunities for payouts
will be designed specifically to reward increases in shareholder wealth, as
measured by the price of RTIs common stock and dividend levels, if any,
improvement in the financial performance of the Company or to achieve significant
internal accomplishments or milestones.
 (A)
    
    Grant Levels. Long-term incentive award guidelines
are developed such that the total fair value of all long-term incentive awards
combined, at target performance, approximate the median of the comparator
companies. The target grant levels are intended as rough guidance and the
actual grant will be left to the discretion of the Compensation Committee.(B)
    
    Grant Types and Valuation. Long-term incentive
grants may be made in a combination of stock and stock options. Stock may be
restricted shares, performance shares, phantom stock or non-restricted shares.
Stock options may be non-qualified or incentive stock options and the
exercise price will equal the fair market value (closing or average high/low)
of RTI stock on the date of grant.The total long-term incentive opportunity will be allocated between the award
vehicles (stock options, restricted stock and performance based shares )The
target allocation is intended as rough guidance and the actual allocation
will be left to the discretion of the Compensation Committee. Projected
grant valuations may be based on any generally accepted methodology,
including mathematical models, including the exercise of judgment.(C)
    
    Grant Frequency. Unless otherwise determined by the
Stock Plan Committee, grants of stock and stock options will be made annually.(D)
    
    Vesting Considerations.
 (1)
    
    Time-Vesting Restricted Stock. Unless
otherwise determined by the plan administrator, each grant of restricted
stock will be released from restrictions at a minimum rate of 20 percent
a year beginning the year following the grant year.(2)
    
    Stock Options. Unless otherwise determined
by the Stock Plan Committee, stock options will vest in equal
installments over a three-year period beginning one year following the
date of grant.




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(3)
    
    Performance-Based Awards. The Committee,
in its discretion, may grant stock or stock option awards with vesting
conditions based on the achievement of performance conditions as
established by the Committee.
 III.
    
    Comparative Data.
 A.
    
    Data Selection Factors. Generally, because of the dearth of U. S.
companies that compete directly with RTI and because managerial talent can be found in
organizations other than directly competing companies, the compensation data selected
for use in company and/or individual position comparisons will include information on a
broad group of U. S. industrial companies similar to RTI. The primary determinant of
similarity will be sales volume; however, when available, other measures of size,
such as assets, total capital, total market value, and number of employees, will also
be included. When appropriate and available, data specific to the metals industry or a
specific position will be used.B.
    
    Sources of Comparative Data. Compensation data used in comparisons
will be obtained from nationally recognized compensation consulting firms, such as
Mercer Human Resource Consulting, Hay Group, Hewitt Associates, Towers Perrin, or such
other sources as are approved by the Compensation Committee or the Chairman of the
Board of Directors.C.
    
    In addition to the survey data, compensation data may be collected from the
proxy statements for a peer group of companies as approved by the Committee. This
information will be used as a secondary data source in evaluating the compensation
arrangements of the Companys officers and executives. The peer group shall consist of
companies appropriate in size and industry and may be a competitor from a business or
talent standpoint. The peer group may change from time to time to align with the above
criteria.
 IV.
    
    Benefits. The objective in providing benefits for RTIs officers and executives will
be to deliver adequate benefits in the most effective way possible.
 V.
    
    Perquisites. Perquisites, which will not be emphasized, should serve a business
purpose and will be reviewed in their entirety by the Board of Directors from time to time.
 VI.
    
    Stock Ownership Guidelines. Each officer will be expected to
maintain a meaningful equity position in the companys stock. The
Compensation Committee may establish target ownership levels for
officers from time to time. If the Committee in its judgment
determines that an executive has not complied with its ownership
expectations, it may use its discretion to reduce or eliminate
future long-term incentive grants for the executive.




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VII.
    
    Capital Accumulation/Estate Planning. In designing and
administering compensation programs, consideration will be given to
provisions that accommodate the capital accumulation and estate
planning objectives of officers.VIII.
    
    Tax/Legal/Accounting Factors. The restrictions imposed by taxing
authorities, laws and required accounting treatments will be
considered in the design and administration of compensation
programs. These will be balanced by the desirability of preserving,
to the degree possible, the Boards decision-making flexibility.IX.
    
    Decision-Making Authority. The Board of Directors (either directly
or by delegated authority) will monitor and review officer and
designated non-officer executive compensation programs, in
aggregate, to ensure consistency with the overall compensation
philosophy and guiding principles. The Board, upon the
recommendation of the Compensation Committee, will approve the
salaries of the individuals holding the positions described herein
as elected executive officers and will have authority, with respect
to incentives and benefits, as is described in the relevant plan or
program.