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                                                                   Exhibit 10.14

                                                                      [LOGO]
                                                                        RTI
                                                                   INTERNATIONAL
                                                                    METALS, INC.



November 1, 1999


Mr. Gordon L. Berkstresser
RTI International Metals, Inc.
1000 Warren Avenue
Niles, OH 44446

Dear Mr. Berkstresser:

This Letter Agreement sets forth the basis upon which I have been authorized by
the Board of Directors of RTI International Metals, Inc. ("Company") to employ
you in the executive officer position described in Paragraph 1 below for the
Employment Period (as hereinafter defined). The "Employment Period" shall
initially be the period November 1, 1999 through October 31, 2003; provided,
however, that on November 1, 2003 and each August 1 thereafter, the Employment
Period shall automatically be extended for one additional year unless, not later
than the immediately preceding July 1, either you or the Company shall have
given written notice to the other that you or it does not wish to extend the
Employment Period; and provided further that the Employment Period shall
terminate automatically when you attain age sixty-five (65). In the event this
Letter Agreement is terminated for any reason other than your death, your
obligations as set forth in Paragraph 9 shall survive and be enforceable
notwithstanding such termination.

         1.       During the Employment Period, you will serve as Vice President
                  & Controller of the Company (or on any other executive officer
                  portion within the Company to which you may hereafter be
                  elected by the Company's Board of Directors), performing all
                  duties and functions appropriate to that office, as well as
                  such additional duties as the Company's Vice President & Chief
                  Financial Officer or Board of Directors may, from time to
                  time, assign to you. During the Employment Period, you will
                  devote your full time and best efforts to the performance of
                  all such duties.




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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 2

         2.       During the Employment Period, the Company will pay you, in
                  equal monthly installments, as compensation for your services
                  an annual salary of $120,000. This annual salary may be
                  increased from time to time in the sole discretion of the
                  Company, but may only be decreased by the Company with your
                  written consent. Such annual salary, whether increased or
                  decreased, shall constitute your "Base Salary". In addition,
                  you may be awarded such bonuses as the Board of Directors of
                  the Company determines to be appropriate under the Company's
                  Annual Incentive Compensation Plan or any successor bonus
                  plan. You will also be eligible to participate in the
                  Company's 1995 Stock Plan, or any successor stock plan.

         3.       In the event of your death during the Employment Period, your
                  right to all compensation under this Letter Agreement
                  allocable to days subsequent to your death shall terminate and
                  no further payments shall be due to you, your personal
                  representative, or your estate, except for that portion, if
                  any, of your Base Salary that is accrued and unpaid upon the
                  date of your death.

         4.       In the event you become physically or mentally disabled, in
                  the sole judgment of physicians selected by the Company's
                  Board of Directors, such that you cannot perform the duties
                  and functions contracted for pursuant to this Letter
                  Agreement, and should such disability continue for at least
                  180 consecutive days (or in the judgment of such physicians,
                  be likely to continue for at least 180 consecutive days), the
                  Company may terminate your employment upon written notice to
                  you. If your employment is terminated because of physical or
                  mental disability, your right to all compensation under this
                  Letter Agreement allocable to days subsequent to such
                  termination shall terminate and no further payments shall be
                  due to you, your personal representative, or your estate,
                  except for that portion, if any, of your Base Salary that is
                  accrued and unpaid upon the date of termination.

         5.       The Company may, upon written notice to you fixing the date of
                  termination, terminate your services during the Employment
                  Period for Cause, (as Cause is defined in Paragraph 7(c)
                  below). In such event, your right to receive continued
                  compensation under this Letter Agreement will terminate and no
                  further installments will be paid to you, except for that
                  portion, if any, of your Base Salary that is accrued and
                  unpaid upon the date of termination.

         6.       In addition to your annual Base Salary as set forth in
                  Paragraph 2 above, you will be entitled in each calendar year
                  to a vacation with pay in accordance with the vacation
                  policies of the Company. You will also be entitled to: (1)
                  participate in all of the Company's existing and future
                  employee benefit programs applicable to officers of the
                  Company in accordance with the terms of such benefit program
                  plan documents; (2) receive one comprehensive physical
                  examination, at Company expense, in each calendar year, such
                  examination to be conducted by the Cleveland Clinic, the
                  Greenbrier Clinic or



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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 3



                  comparable facility; and (3) tax preparation and financial
                  planning advice.

         7.       Change of Control Provisions

                  (a)      For purposes of this Letter Agreement, a "Change in
                           Control" of the Company shall mean a change in
                           control of a nature that would be required to be
                           reported by it in response to Item 6(e) of Schedule
                           14A of Regulation 14A promulgated under the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), whether or not the Company is then
                           subject to such reporting requirement; provided,
                           that, without limitation, such a change in control
                           shall be deemed to have occurred if:

                           (1)      Any person (within the meaning of that term
                                    as used in Sections 13(d) and 14(d) of the
                                    Exchange Act (a "Person") is or becomes the
                                    "beneficial owner" (as defined in Rule 13d-3
                                    under the Exchange Act), directly or
                                    indirectly, of securities of the Company
                                    representing twenty percent (20%) or more
                                    of the combined voting power of the
                                    Company's then outstanding voting
                                    securities; provided, however, that for
                                    purposes of this Agreement the term "Person"
                                    shall not include (i) the Company or any of
                                    its majority-owned subsidiaries, (ii) a
                                    trustee or other fiduciary holding
                                    securities under an employee benefit plan of
                                    the Company or any of its subsidiaries,
                                    (iii) an underwriter temporarily holding
                                    securities pursuant to an offering of such
                                    securities, or (iv) a corporation owned,
                                    directly or indirectly, by the stockholders
                                    of the Company in substantially the same
                                    proportions as their ownership of stock of
                                    the Company; or

                           (2)      The following individuals cease for any
                                    reason to constitute a majority of the
                                    number of directors then serving on the
                                    Board of Directors of the Company;
                                    individuals who, on the date hereof, are
                                    serving as directors on the Board and any
                                    new director (other than a director whose
                                    initial assumption of office is in
                                    connection with an actual or threatened
                                    election contest, including but not limited
                                    to a consent solicitation, relating to the
                                    election of directors of the Company) whose
                                    appointment or election by the Board or
                                    nomination for election by the Company's
                                    stockholders was approved by a vote of at
                                    least two-thirds (2/3) of the directors then
                                    still in office who either were directors on
                                    the date hereof or whose appointment,
                                    election or nomination for election was
                                    previously so approved, or

                           (3)      There is consummated a merger or
                                    consolidation of the Company or a subsidiary
                                    thereof with any other corporation, other
                                    than a merger or consolidation which would
                                    result in the holders of the voting
                                    securities


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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 4



                                    of the Company outstanding immediately prior
                                    thereto holding securities which represent
                                    immediately after such merger or
                                    consolidation at least 50% of the combined
                                    voting power of the voting securities of the
                                    entity surviving the merger or
                                    consolidation, (or the parent of such
                                    surviving entity) or the shareholders of the
                                    Company approve a plan of complete
                                    liquidation of the Company, or there is
                                    consummated the sale or other disposition of
                                    all or substantially all of the Company's
                                    assets.

                  (b)      If any of the events described above constituting a
                           Change in Control of the Company shall have occurred,
                           you shall be entitled to the benefits provided in
                           Paragraph 7(f) hereof upon the termination of your
                           employment during the term of this Letter Agreement
                           unless such termination is (i) because of your death
                           or disability, (ii) by the Company for Cause, (iii)
                           by you other than for Good Reason, or (iv) on or
                           after the date that you attain age sixty-five (65).
                           In the event your employment with the Company is
                           terminated for any reason prior to the occurrence of
                           a Change in Control, you shall not be entitled to any
                           benefits under this Paragraph 7; provided, however,
                           that if your employment is terminated prior to a
                           Change in Control without Cause at the direction of a
                           person who has entered into an agreement with the
                           Company, the consummation of which will constitute a
                           Change in Control, your employment shall be deemed to
                           have terminated following a Change in Control. Your
                           entitlement to benefits under any of the Company's
                           retirement plans will not adversely affect your
                           rights to receive payments hereunder.

                  (c)      Termination by the Company of your employment for
                           "Cause" shall mean termination upon (i) the willful
                           and continued failure by you to substantially perform
                           your duties with the Company (other than any such
                           failure resulting from termination by you for Good
                           Reason), after a demand for substantial performance
                           is delivered to you that specifically identifies the
                           manner in which the Company believes that you have
                           not substantially performed your duties, and you have
                           failed to resume substantial performance of your
                           duties on a continuous basis within fourteen (14)
                           days of receiving such demand, (ii) the willful
                           engaging by you in conduct which is demonstrably and
                           materially injurious to the Company, monetarily or
                           otherwise or (iii) your conviction of any felony or
                           conviction of a misdemeanor which impairs your
                           ability substantially to perform your duties with the
                           Company. For purposes of this paragraph, no act, or
                           failure to act, on your part shall be deemed
                           "willful" unless done, or omitted to be done, by you
                           not in good faith and without reasonable belief that
                           your action or omission was in the best interest of
                           the Company.

                  (d)      For purposes of this Letter Agreement, "Good Reason"
                           shall mean, without your express written consent, the
                           occurrence after a Change in Control of the Company
                           of any one or more of the following:

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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 5


                           (1)      The assignment to you of duties inconsistent
                                    with your position immediately prior to the
                                    Change in Control;

                           (2)      A reduction or alteration in the nature of
                                    your position, duties, status or
                                    responsibilities from those in effect
                                    immediately prior to the Change in Control;

                           (3)      The failure by the Company to continue in
                                    effect any of the Company's employee benefit
                                    plans, programs, policies, practices or
                                    arrangements in which you participate (or
                                    substantially equivalent successor or
                                    replacement employee benefit plans,
                                    programs, policies, practices or
                                    arrangements) or the failure by the Company
                                    to continue your participation therein on
                                    substantially the same basis, both in terms
                                    of the amount of benefits provided and the
                                    level of your participation relative to
                                    other participants, as existed immediately
                                    prior to the Change in Control;

                           (4)      The failure of the Company to obtain a
                                    satisfactory agreement from any successor to
                                    the Company to assume and agree to perform
                                    this Letter Agreement;

                           (5)      Any purported termination by the Company of
                                    your employment that is not effected
                                    pursuant to a Notice of Termination
                                    satisfying the requirements of Subparagraph
                                    (e) below, and for purposes of this Letter
                                    Agreement, no such purported termination
                                    shall be effective; and

                           (6)      The Company's requiring you to be based at a
                                    location in excess of fifty (50) miles from
                                    the location where you are based immediately
                                    prior to the Change in Control.

                  (e)      Any termination by the Company for Cause or by you
                           for Good Reason shall be communicated by Notice of
                           Termination to the other party hereto. For purposes
                           of this Letter Agreement, a "Notice of Termination"
                           shall mean a written notice which shall indicate the
                           specific termination provision in this Letter
                           Agreement relied upon and shall set forth in
                           reasonable detail the facts and circumstances claimed
                           to provide a basis for termination of your employment
                           under the provision so indicated.

                  (f)      Following a Change in Control of the Company, as
                           defined above, upon termination of your employment
                           you shall be entitled to the following benefits:


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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 6


                           (1)      If your employment shall be terminated by
                                    the Company for Cause or by you other than
                                    for Good Reason, the Company shall pay you
                                    your full Base Salary through the date of
                                    termination at the rate in effect at the
                                    time Notice of Termination is given, plus
                                    all other amounts to which you are entitled
                                    under any compensation plan of the Company
                                    at the time such payments are due, and the
                                    Company shall have no further obligations to
                                    you under this Agreement.

                           (2)      If your employment terminates by reason of
                                    your death or disability, your benefits
                                    shall be determined in accordance with
                                    Paragraphs 3 and 4 of this Letter Agreement
                                    and the Company's retirement, survivor's
                                    benefits, insurance and other applicable
                                    programs and plans, then in effect.

                           (3)      If your employment by the Company shall be
                                    terminated (i) by the Company other than for
                                    Cause, your death or disability, or (ii) by
                                    you for Good Reason, you shall be entitled
                                    to the benefits (the "Severance Payments")
                                    provided in Paragraphs 7(f)(3), (i), (ii),
                                    (iii), (iv) and (v) following, which
                                    Severance Payments shall be in lieu of and
                                    cancel any further rights you have to
                                    receive any Base Salary that would be
                                    otherwise due under Paragraph 2 of this
                                    Letter Agreement:


                                    (i)      The Company shall pay you your full
                                             Base Salary through the date of
                                             termination at the rate in effect
                                             at the time Notice of Termination
                                             is given;

                                    (ii)     The Company will pay as severance
                                             benefits to you, not later than the
                                             fifth day following the date of
                                             termination, a lump sum severance
                                             payment (the "Severance Payment")
                                             equal to the product of (1) a
                                             fraction, the numerator of which is
                                             equal to the lesser of (x)
                                             thirty-six (36) or (y) the number
                                             of full and partial months
                                             existing between the date of
                                             termination and your sixty-fifth
                                             (65th) birthday and the denominator
                                             of which is equal to twelve (12),
                                             and (2) the sum of (x) your annual
                                             Base Salary in effect immediately
                                             prior to the occurrence of the
                                             circumstances giving rise to such
                                             termination, and (y) the amount, if
                                             any, of the highest annual bonuses
                                             awarded to you under any annual
                                             bonus plan of the Company during
                                             the four (4) years immediately
                                             preceding date of termination;

                                    (iii)    The Options previously issued to
                                             you under any option or incentive
                                             plan of the Company to purchase
                                             shares of Common


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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 7



                                             Stock of the Company (Option
                                             Shares), as well as any previously
                                             unvested shares of Restricted Stock
                                             granted to you, shall irrevocably
                                             vest upon any such termination and
                                             the stock options for such Option
                                             Shares shall become thereafter
                                             uncancellable by the Company;


                                    (iv)     In the event that you become
                                             entitled to the Severance Payments,
                                             if any of the Severance Payments or
                                             other portion of the Total Payments
                                             (as defined below) will be subject
                                             to the tax (the "Excise Tax")
                                             imposed by Section 4999 of the
                                             Internal Revenue Code of 1986, as
                                             amended (the "Code"), the Company
                                             shall pay to you at the time
                                             specified below, an additional
                                             amount (the "Gross-Up Payment")
                                             such that the net amount retained
                                             by you, after deduction of (1) any
                                             Excise Tax on the Severance
                                             Payments and such other Total
                                             Payments, and (2) any federal,
                                             state and local income tax,
                                             FICA-Health Insurance tax, and
                                             Excise Tax upon the payment
                                             provided for by this paragraph,
                                             shall be equal to the Severance
                                             Payments and such other total
                                             Payments. For purposes of
                                             determining whether any of the
                                             payments will be subject to the
                                             Excise Tax and the amount of such
                                             Excise Tax, (1) any other payments
                                             or benefits received or to be
                                             received by you in connection with
                                             a Change in Control of the Company
                                             or your termination of employment
                                             whether pursuant to the terms of
                                             this Letter Agreement or any other
                                             plan, arrangement or agreement with
                                             the Company, any person whose
                                             actions result in a Change of
                                             Control of the Company or any
                                             person affiliated with the Company
                                             or such person (together with the
                                             Severance Payment, the "Total
                                             Payments") shall be treated as
                                             "parachute payments" within the
                                             meaning of Section 280G(b)(2) of
                                             the Code, and all "excess parachute
                                             payments" within the meaning of
                                             Section 280G(b)(1) shall be treated
                                             as subject to the Excise Tax,
                                             except to the extent that in the
                                             opinion of tax counsel selected by
                                             the Company's independent auditors
                                             and acceptable by you such other
                                             payments or benefits (in whole or
                                             in part) do not constitute
                                             parachute payments, or such excess
                                             parachute payments (in whole or in
                                             part) represent reasonable
                                             compensation for services actually
                                             rendered within the meaning of
                                             Section 280G(b)(4) of the Code in
                                             excess of the base amount within
                                             the meaning of Section 280G(b)(3)
                                             of the Code, or are otherwise not
                                             subject to the Excise Tax, (2) the
                                             amount of the Total Payments which
                                             shall be treated as subject to the
                                             Excise



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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 8



                                             Tax shall be equal to the lesser of
                                             (A) the total amount of the Total
                                             Payments or (B) the amount of
                                             excess parachute payments within
                                             the meaning of Section 280G(b)(1)
                                             (after applying clause (1), above),
                                             and (3) the value of any non-cash
                                             benefits or any deferred payment or
                                             benefit shall be determined by the
                                             Company's independent auditors in
                                             accordance with the principles of
                                             Sections 280G(d)(3) and (4) of the
                                             Code. For purposes of determining
                                             the amount of the Gross-Up Payment,
                                             you shall be deemed to pay federal
                                             income taxes at the highest
                                             marginal rate of federal income
                                             taxation in the calendar year in
                                             which the Gross-Up Payment is to be
                                             made and state and local income
                                             taxes at the highest marginal rate
                                             of taxation in the state and
                                             locality of your residence on the
                                             date of termination, net of the
                                             maximum reduction in federal income
                                             taxes which could be obtained from
                                             deduction of such state and local
                                             taxes. In the event that the Excise
                                             Tax is subsequently determined to
                                             be less than the amount taken into
                                             account hereunder at the time of
                                             termination of your employment, you
                                             shall repay to the Company at the
                                             time that the amount of such
                                             reduction in Excise Tax is finally
                                             determined the portion of the
                                             Gross-Up Payment attributable to
                                             such reduction (plus the portion of
                                             the Gross-Up Payment attributable
                                             to the Excise Tax and federal and
                                             state and local income tax imposed
                                             on the Gross-Up Payment being
                                             repaid by you if such repayment
                                             results in a reduction in Excise
                                             Tax and/or a federal and state and
                                             local income tax deduction) plus
                                             interest on the amount of such
                                             repayment at the rate provided in
                                             Section 1274(b)(2)(B) of the Code.
                                             In the event that the Excise Tax is
                                             determined to exceed the amount
                                             taken into account hereunder at the
                                             time of the termination of your
                                             employment (including by reason of
                                             any payment the existence or amount
                                             of which cannot be determined at
                                             the time of the Gross-Up Payment),
                                             the Company shall make an
                                             additional Gross-Up Payment in
                                             respect of such excess (plus any
                                             interest payable with respect to
                                             such excess) at the time that the
                                             amount of such excess is finally
                                             determined.

                                             The payments provided for in the
                                             paragraph above shall be made not
                                             later than the fifth day following
                                             the date of termination; provided,
                                             however, that if the amounts of
                                             such payments cannot be finally
                                             determined on or before such day,
                                             the Company shall pay to you on
                                             such day an estimate as determined
                                             in good faith by the Company of the
                                             minimum amount of such payments and


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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.
Mr. Gordon L. Berkstresser
November 1, 1999
Page 9



                                             shall pay the remainder of such
                                             payments (together with interest at
                                             the rate provided in Section
                                             1274(b)(2)(B) of the Code) as soon
                                             as the amount thereof can be
                                             determined but in no event later
                                             than the thirtieth day after the
                                             date of termination. In the event
                                             that the amount of the estimated
                                             payments exceeds the amount
                                             subsequently determined to have
                                             been due, such excess shall
                                             constitute a loan by the Company to
                                             you payable on the fifth day after
                                             demand by the Company (together
                                             with interest at the rate provided
                                             in Section 1274(b)(2)(B) of the
                                             Code);

                                    (v)      The Company shall also pay to you
                                             all legal fees and expenses
                                             incurred by you as a result of such
                                             termination of employment
                                             (including all such fees and
                                             expenses, if any, incurred in
                                             contesting or disputing any such
                                             termination or in seeking to obtain
                                             or enforce any right or benefit
                                             provided by this Letter Agreement
                                             or in connection with any tax audit
                                             or proceeding to the extent
                                             attributable to the application of
                                             Section 4999 of the Code to any
                                             payment or benefit provided
                                             hereunder); and

                                    (vi)     For a twenty-four (24) month period
                                             after date of termination, the
                                             Company will arrange to provide you
                                             at the Company's expense with life,
                                             disability, accident and health
                                             insurance benefits substantially
                                             similar to those which you were
                                             receiving immediately prior to the
                                             Notice of Termination; but benefits
                                             otherwise receivable by you
                                             pursuant to this paragraph shall be
                                             reduced to the extent comparable
                                             benefits are actually received by
                                             you during the twenty-four (24)
                                             month period following your
                                             termination, and any such benefits
                                             actually received by you shall be
                                             reported to the Company.

                  (h)      You shall not be required to mitigate the amount of
                           any Severance Payments provided for in this Paragraph
                           7 by seeking other employment or otherwise, nor,
                           except as provided in Paragraph (vi) above, shall the
                           amount of any payment or benefit provided for in this
                           Paragraph 7 be reduced by any compensation or benefit
                           earned by you as the result of employment by another
                           employer after the date of termination, or otherwise.

                  (i)      The Company will require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company or
                           of any division or subsidiary thereof employing you
                           to expressly assume and agree to perform this Letter
                           Agreement in the same manner and to the same extent
                           that the Company would be required


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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 10



                           to perform it if no such succession had taken place.
                           Failure of the Company to obtain such assumption and
                           agreement prior to the effectiveness of any such
                           succession shall be a breach of this Letter Agreement
                           and shall entitle you to compensation from the
                           Company in the same amount and on the same terms as
                           you would be entitled hereunder if you terminate your
                           employment for Good Reason.

         8.       This Letter Agreement shall inure to the benefit of and be
                  enforceable by your personal or legal representatives,
                  executors, administrators, successors, heirs, distributees,
                  devisees and legatees. If you should die while any amount
                  would still be payable to you hereunder if you had continued
                  to live, all such amounts, unless otherwise provided herein,
                  shall be paid in accordance with the terms of this Letter
                  Agreement, to your devisee, legatee or other designee or, if
                  there is not such designee, to your estate.

         9.       As additional consideration for the compensation and benefits
                  provided to you pursuant to this Letter Agreement, you agree
                  that you will not, for a period of twenty-four (24) months
                  after the end of the Employment Period, or the termination of
                  your employment with the Company (whichever first occurs),
                  directly or indirectly, compete with, engage in the same
                  business as, be employed by, act a consultant to, or be a
                  director, officer, employee, owner or partner, or otherwise
                  participate in or assist (including, without limitation, by
                  soliciting customers for, or individuals to provide services
                  to), any business or organization which competes with the
                  Company; or any subsidiary or affiliate thereof. In addition,
                  you agree that during such 24-month period, you will not
                  directly or indirectly induce, or attempt to influence, any
                  employee of the Company or any subsidiary or affiliate thereof
                  to terminate his or her employment with the Company or any
                  subsidiary or affiliate thereof or in any manner seek to
                  engage or seek to employ any such employee (whether or not for
                  compensation) such that such employee would thereafter be
                  unable to devote his or her full efforts to the business then
                  conducted by the Company or any subsidiary or affiliate
                  thereof. These restrictions shall not apply if you terminate
                  your employment with the Company for Good Reason after a
                  Change in Control of the Company. For purposes of this
                  Paragraph 9, you will not be deemed to have breached your
                  commitment merely because you own, directly or indirectly, not
                  more than one percent (1%) of the outstanding common stock
                  of such a corporation if, at the time you acquire such stock,
                  such stock is listed on a national securities exchange or is
                  regularly traded in the over-the-counter market by a member of
                  either a national securities exchange or the National
                  Association of Securities Dealers, Inc. In order to protect
                  the interest of the Company, you will also maintain in strict
                  confidence and not disclose to any other person or entity any
                  information received from any source in the Company or
                  developed by you in the course of performing your duties for
                  the Company.



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                                                              [LOGO]
                                                                RTI
                                                           INTERNATIONAL
                                                            METALS, INC.

Mr. Gordon L. Berkstresser
November 1, 1999
Page 11



                  This obligation shall not extend to: (a) anything you can
                  establish as known to you from a source outside the Company,
                  (b) anything which has been published or becomes published
                  hereafter other than by you, or (c) anything which you receive
                  from a non-Company source without restriction on its
                  disclosure. Should you breach or threaten to breach the
                  commitments in this Paragraph 9, and in recognition of the
                  fact that the Company would not under such circumstances be
                  adequately compensated by money damages, the Company shall be
                  entitled, in addition to any other rights and remedies
                  available to it, to an injunction restraining you from such
                  breach. Further, you acknowledge and agree that the provisions
                  of this Paragraph 9 are necessary, reasonable, and
                  proportionate to protect the Company during such
                  non-competition period.

         10.      The validity, interpretation, construction and performance of
                  this Letter Agreement shall be governed by the laws of the
                  State of Ohio.

If the provisions of this Letter Agreement are acceptable to you, please sign
one original copy of this Letter Agreement and return it to me. You may retain
the second signed original for your files.

Very truly yours,

RTI International Metals, Inc.


By: /s/ TIMOTHY G. RUPERT
    -----------------------------
    TIMOTHY G. RUPERT
    President & Chief Executive Officer





Attachment

CONFIRMED:

/s/ GORDON L. BERKSTRESSER              DATE:   11-1-99
---------------------------------             -----------
GORDON L. BERKSTRESSER