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                                                                    Exhibit 10.5



                                  CONFIDENTIAL

                         RTI INTERNATIONAL METALS, INC.

                          SUPPLEMENTAL PENSION PROGRAM


         The term "Member" as used herein means an employee of RTI International
Metals, Inc., or of a subsidiary thereof (hereinafter "the Company") who is a
designated participant pursuant to the RTI International Metals, Inc. Pay
Philosophy And Guiding Principles Covering Officer Compensation at RTI and the
Pay Philosophy And Guiding Principles Covering Executive Compensation at RMI
Titanium Company (hereinafter "Pay Philosophy") as established by the respective
Board of Directors and who are identified in attached Exhibit A as a participant
of this Program.

         The terms "continuous service" and "surviving spouse" as used herein
mean Continuous Service, and surviving spouse as determined under the Pension
Plan for Eligible Salaried Employees of RMI Titanium Company (hereinafter "the
Plan"). Any benefits payable with respect to an employee who has ceased to be a
designated participant in the Pay Philosophies shall be based on bonuses
received before such employee ceases to be an eligible participant. Such
benefits shall be calculated in accordance with the provisions of the Program.

         Any member who retires or otherwise terminates employment under
conditions of eligibility for an immediate pension, and not a deferred vested
pension, pursuant to the provisions of the Plan, excluding any Member who
retires without the consent of the Company prior to age 60 pursuant to the
30-year sole option provision, will be eligible to receive the supplemental
pension provided under this Program. In no event shall the supplemental pension
provided under the Program be less than the Member's accrued benefit.

         The surviving spouse of any Member who has accrued at least 15 years of
continuous service and who dies (i) prior to retirement, or (ii) after
retirement under conditions of eligibility for an immediate pension, other than
a deferred vested pension, pursuant to the provisions of the Plan, excluding any
Member who retires without the consent of the Company prior to age 60 pursuant
to the 30-year sole option provisions, will be eligible to receive the
supplemental surviving spouse benefit provided under this Program.




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         Average Earnings as used herein shall be equal to the total bonuses
paid or credited to the Member pursuant to the Pay Philosophies or to its
predecessor, the RTI International Metals, Inc. Annual Incentive Compensation
Plan (or such other payments or deferrals as shall have been designated as
creditable under the Program by the Board of Directors on or after January 1,
1985, with respect to the five calendar years for which total bonus payments or
deferrals (or such other payments) were the highest out of the last ten
consecutive calendar years immediately prior to the calendar year in which
retirement or death occurs divided by sixty. Bonus payments or deferrals (or
such other payments) will be considered as having been made for the calendar
year in which the applicable services were performed rather than for the
calendar year in which the bonus payment was actually received.

         The Average Earnings used in the determination of benefits under this
Program as of retirement will be recalculated using any bonus payable for the
calendar year in which retirement occurs if such bonus produces Average Earnings
greater than that determined at retirement.

         With respect to a Member who is accruing continuous service for
calculation of benefits under the Plan on or after August 1, 1987, the
Supplemental Pension provided under this Program shall be determined by
multiplying Average Earnings by a percentage which shall be equal to the sum of
1.5% for each year of continuous service. This pension shall be paid monthly for
the life of the Member commencing with the first month following retirement.

         The Supplemental Surviving Spouse Benefit provided under this Program
shall be equal to 50% of the Supplemental Pension (i) that would have been
payable to the Member had the Member retired as of the date of death in the case
of death prior to retirement, or (ii) that was being paid to the Member in the
case of death after retirement. Payments shall be payable monthly for the life
of the surviving spouse and shall commence with the month following the month in
which the Member's death occurs.

         Except as a Member elects, prior to the earlier of retirement or death,
to (1) have both the benefits payable to him and the benefits payable to his
surviving spouse under this Program paid on a monthly basis, or (2) have the
benefits payable to him (but not the benefits payable to his surviving spouse)
paid on a monthly basis, he shall receive a lump sum distribution of both the
monthly pension and monthly surviving spouse benefits payable. The lump sum
distribution shall be equal to the present value of the amounts payable to the
Member and the Member's spouse 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 spouse 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



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annuity but has not made the same election on behalf of his spouse with respect
to surviving spouse benefits, and (2) the interest rate established under the
Pension Benefit Guaranty Corporation regulations to determine the present value
of immediate annuities in 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.

         Benefits provided under this Program shall be paid out of general
assets of the Company.

         The Vice President & Chief Financial Officer and Treasurer is
responsible for administration of this Program.

         The Company may at any time, and from time to time, by action of its
Board of Directors, modify or amend, in whole or in part the list of eligible
participants listed on Exhibit "A," or terminate any or all of the provisions of
this Program.






Revised: January 28, 2000


/supplpen.dzp