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Exhibit 10.1
 RTI INTERNATIONAL METALS, INC.
SUPPLEMENTAL PENSION PROGRAM
 Amended and Restated




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RTI INTERNATIONAL METALS, INC.
SUPPLEMENTAL PENSION PROGRAM
 Amended and Restated
 Table of Contents
 PageArticle I  Purpose and Effective Date
    
    
    1Article II  Definitions
    
    
    1Article III  Administration
    
    
    3Article IV  Rights to Benefits
    
    
    4Article V  Benefits
    
    
    5Article VI  Amendment or Termination
    
    
    6Article VII  Miscellaneous
    
    
    7Article VIII  Claim and Appeal Procedure
    
    
    10EXHIBIT A  Eligible Employees
    
    
    A-1
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RTI INTERNATIONAL METALS, INC.
SUPPLEMENTAL PENSION PROGRAM
Amended and Restated
 Purpose and Effective Date
   Definitions
  2.01
    
    Administrator shall mean the highest ranking financial executive in the
Company.2.02
    
    Average Monthly Bonus Earnings shall mean the amount calculated by dividing
the total Bonus Earnings with respect to the five calendar years for which total Bonus
Earnings were the highest out of the last 10 consecutive calendar years immediately
prior to the calendar year in which retirement or death occurs, divided by 60.The Average Monthly Bonus Earnings used in the determination of benefits under this
Plan as of retirement will be recalculated using any Bonus Earnings payable for the
calendar year in which retirement occurs if such Bonus Earnings produces Average
Monthly Bonus Earnings greater than that determined at retirement.




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2.03
    
    Board shall mean the Board of Directors of RTI.2.04
    
    Bonus Earnings shall mean the bonuses paid by the Company and credited to the
Participant from time to time as reflected on the Plan records or as otherwise approved
by the Board. Bonus Earnings 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 by the Participant.2.05
    
    Code shall mean the Internal Revenue Code of 1986 as the same may be amended
from time to time, or any successor thereto.2.06
    
    Company shall mean RTI International Metals, Inc. and any Participating
Entity.2.07
    
    Continuous Service shall mean continuous service as defined under the
Qualified Plan, regardless of whether such Participant is a participant in the
Qualified Plan, except that for Timothy G. Rupert, such term shall include USX Service,
and that for John H. Odle, such term shall include 3.58 years of service with USX and
5.58 years previous service with RMI Titanium Company.2.08
    
    Eligible Employee shall mean an employee designated in accordance with
Section 4.01.2.09
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended.2.10
    
    Participant shall mean Eligible Employees working for the Company or a former
Eligible Employee with a right to a current or future Supplemental Pension.2.11
    
    Participating Entity shall mean any subsidiary or affiliate of RTI, with
participation in the Plan ceasing automatically on the date the subsidiary or affiliate
ceases to be a subsidiary or affiliate of RTI.2.12
    
    Plan shall mean the RTI International Metals, Inc. Supplemental Pension
Program, as the same may be amended from time to time.2.13
    
    Plan Year shall mean the calendar year.2.14
    
    Qualified Plan shall mean the Pension Plan for Eligible Salaried Employees of
RMI Titanium Company, which was closed to new participants as of January 1, 2006.2.15
    
    RTI shall mean RTI International Metals, Inc. and its successors and assigns.
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2.16
    
    Separation from Service shall mean a Participants death, retirement or other
termination of employment with the Company and all of its controlled group members
within the meaning of Section 409A of the Code. For purposes hereof, the determination
of controlled group members shall be made pursuant to the provisions of Section 414(b)
and 414(c) of the Code; provided that the language at least 50 percent shall be used
instead of at least 80 percent in each place it appears in Section 1563(a)(1),(2) and
(3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate
business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the
language at least 20 percent shall be used instead of at least 80 percent in each
place it appears. Whether a Participant has a Separation from service will be
determined based on all of the facts and circumstances and in accordance with the
guidance issued under Section 409A.2.17
    
    Supplemental Pension shall mean the benefit payable under this Plan as
determined under Section 5.01 of the Plan.2.18
    
    USX Service shall mean Timothy G. Ruperts service with the United States
Steel Corporation, as set forth in Paragraph 1 of the Letter Agreement between Timothy
G. Rupert and RTI International Metals, Inc., dated December 2, 2003, and signed by
Robert M. Hernandez.
 Administration
 3.01
    
    General Administration. This Plan shall be administered by the
Administrator in accordance with the terms and conditions hereof. The Administrator
shall have the exclusive authority and discretion to interpret, construe, and
administer the provisions of the Plan and to decide all questions concerning the Plan
and its administration. Without limiting the foregoing, the Administrator shall have
the authority, from time to time to:
 (a)
    
    determine eligibility for and the amount of benefits, if any,
due under the Plan;(b)
    
    determine and adjust amounts payable under the Plan;(c)
    
    interpret the Plan, to make factual determinations, to correct
deficiencies, and to supply omissions, including resolving any ambiguity or
uncertainty arising under or existing in the terms and provisions of the Plan;(d)
    
    make all other determinations and to take all other actions
necessary or advisable for the implementation and administration of the Plan;
and
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(e)
    
    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.
 3.02
    
    Determinations of the Administrator. No employee of the Company shall
be entitled to receive benefits under this Plan unless or until his entitlement and
amount thereof is determined by the Administrator. The determinations of the
Administrator shall be final, conclusive and binding upon the employee, the Company and
all interested parties. The Administrator shall not be liable for any determination
made or action taken under the Plan made or taken in good faith.3.03
    
    Section 409A. The provisions of the Plan shall be administered,
interpreted and construed in accordance with Section 409A, the regulations and other
binding guidance promulgated thereunder (or disregarded to the extent such provision
cannot be so administered, interpreted or construed). Accordingly, it is intended that
distribution events authorized under the Plan qualify as a permissible distribution
events for purposes of Section 409A of the Code, and the Plan shall be interpreted and
construed accordingly in order to comply with Section 409A of the Code, the regulations
and other binding guidance promulgated thereunder. The Company reserves the right to
accelerate, delay or modify distributions to the extent permitted under Section 409A.
Notwithstanding any provision of the Plan to the contrary, in no event shall the
Administrator, any member of the Board or the Company (or its employees, officers,
directors or affiliates) have any liability to any Participant (or any other person)
due to the failure of the Plan to satisfy the requirements of Section 409A or any other
applicable law.
 Rights to Benefits
 4.01
    
    Designation as an Eligible Employee. The Board shall designate the
employees of the Company who shall be Eligible Employees, based upon the
recommendations of the RTI Compensation Committee, giving consideration to the function
and responsibilities of the employee, his past performance, his 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 and recommendations of the RTI
Compensation Committee 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, the Board may modify or amend
in whole or in part the list of Eligible Employees listed on
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4.02
    
    Vesting. In no event shall a Participant be 100% vested or eligible
for a Supplemental Pension if, upon the Participants Separation from Service, the
Participant has not satisfied the conditions of eligibility for an immediate pension
(and not a deferred vested pension) under the provisions of the Qualified Plan, whether
or not such Participant is a participant in the Qualified Plan, or the Participant
Separates from Service on account of retirement without the consent of the Company
prior to age 60 pursuant to the 30-year sole option provision under the Qualified Plan.
Subject to Section 5.04, no benefit shall be payable to or with respect to a
Participant who is not 100% vested under the Plan as of the date of Separation from
Service.4.03
    
    Forfeiture of Benefit Payments. Notwithstanding any provision of this
Plan to the contrary, no benefits (whether vested or unvested) shall be paid in respect
of a Participant (either directly to the Participant or to the Participants surviving
spouse) who is terminated for cause; as used herein, the term cause shall be limited
to (a) action by the Participant involving willful and wanton malfeasance involving
specifically a wholly wrongful and unlawful act; or (b) the Participant being convicted
of a felony; or (c) a material violation by the Participant of any rule, regulation or
policy of the Company generally applicable to all employees. Nothing contained in this
Section 4.03 shall prevent the payment of benefits in respect of a Participant whose
employment is involuntarily terminated for reasons other than cause after such
Participants benefits have vested, subject to the requirements of Section 409A of the
Code.
 Benefits
 5.01
    
    Amount of Benefits. The Supplemental Pension shall be determined by
multiplying the Participants Average Monthly Bonus Earnings by a percentage equal to
the sum of 1.5% for each year of Continuous Service, and represents a monthly amount
that shall then be converted into a lump sum in accordance with Section 5.02 and
payable at the time determined in Section 5.03. In no event shall the Supplemental
Pension be less than the Participants accrued benefit under the Plan as provided under
the terms of the Plan.5.02
    
    Form of Benefits. The Supplemental Pension determined under Section
5.01 above shall be converted to and paid in a single lump sum distribution and shall
represent full and final settlement of all benefits provided under the Plan. The lump
sum distribution shall be equal to the present value of the amounts payable to the
Participant under Section 5.01, using the same interest rate and mortality assumptions
that are defined in
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the Qualified Plan for purposes of determining the value of a small lump sum distribution under the
Qualified Plan, determined as of the first day of the month following the
Participants Separation from Service.5.03
    
    Timing of Payment. Payment of the lump sum Supplemental Pension
determined under Section 5.02 above shall commence as soon as administratively
practicable, but not later than 60 days, following the date that is 6 months after the
date of the Participants Separation from Service (or, if earlier, the death of
Participant); provided, however, that payment shall not commence later than permitted
under the terms of Section 409A of the Code and the regulations promulgated thereunder;
and further provided that, the payment shall include interest for each calendar month
after the date of the Participants Separation from Service and prior to the month of
payment, with interest to be determined using the published 6-month CD rate on the
date of separation.5.04
    
    Spouses Death Benefit. A surviving spouse (a spouse to whom a
Participant is legally married on the date of Participants death) of any Participant
who has accrued at least 15 years of continuous service and 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
Qualified Plan, excluding any Participant who retires without the consent of the
Company pursuant to Section 4.02 above; will be eligible to receive a lump sum payment
equal to 50% of the lump sum payment that would have been made to the Participant had
he retired as of the date of death and received payment on the first day of the month
following death. Payment to the spouse shall be made within 90 days following the
Participants death.
 Amendment or Termination
 6.01
    
    Amendment. The Company may modify, alter or amend the Plan in whole or
in part except to the extent that such changes result in the reduction of any
Supplemental Pension accrued hereunder by or currently being paid to a Participant or
his spouse as of the date of such amendment; provided, however, that the Company may,
in its sole discretion and without the Participants consent, modify or amend the terms
of the Plan, or take any other action it deems necessary or advisable, to cause the
Plan to comply with Section 409A (or an exception thereto).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 any Supplemental Pension accrued hereunder by or currently being paid
to any Participant or his spouse as of the date of such termination. Termination of
the Plan shall not be a distribution event under
the Plan unless otherwise permitted under Section 409A of the Code or other
applicable law.
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Miscellaneous
 7.01
    
    Unsecured General Creditor. The Plan constitutes a mere promise by RTI
or the Participating Entity to make benefit payments in the future. RTI and any
Participating Entitys obligations under the Plan shall be unfunded and unsecured
promises to pay. RTI and the Participating Entities shall not be obligated under any
circumstance to fund their respective financial obligations under the Plan. Any of
them, in their discretion, may set aside funds in a trust or other vehicle, subject to
the claims of creditors, in order to assist it in meeting its obligations under the
Plan, if such arrangement will not cause the Plan to be considered a funded deferred
compensation plan under ERISA or the Code. RTI, the Participating Entities, and the
Plan do not give the Participant any beneficial ownership interest in any asset of RTI
or the Participating Entity. The Participants and spouses of Participants shall have
the status of, and their rights to receive payments under the Plan shall be no greater
than the rights of, general unsecured creditors of RTI or the applicable Participating
Entity.7.02
    
    Nonassignability. Except as may be required by law, neither the
Participant nor any person shall have the right to, directly or indirectly, alienate,
assign, transfer, pledge, anticipate or encumber any amount that is or may be payable
hereunder, including in respect of any liability of a Participant or other person for
alimony or other payments for the support of a spouse, former spouse, child or other
dependent, prior to actually being received by the Participant or other person
hereunder, nor shall the Participants or other persons rights to benefit payments
under the Plan be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or other person or to the debts, contracts, liabilities, engagements, or
torts of any Participant or other person, or transfer by operation of law in the event
of bankruptcy or insolvency of the Participant or other person, or any legal process.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 spouse) 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.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
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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 without regard to conflict of
laws.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 this Plan may be construed and enforced by the Administrator 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 with respect to 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. Any
notice or filing required or permitted to be given to the Administrator with respect to
the Plan shall be sufficient if in writing and hand delivered, or sent by registered or
certified mail, to the Administrator at the following address:
 
  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.7.11
    
    Status of Plan. The Plan is intended to constitute an unfunded plan
for tax purposes and for purposes of Title I of ERISA and is intended to be maintained
primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees of RTI
and Participating Entities and to qualify for the exclusions from Title I of
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ERISA which are provided for in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.7.12
    
    Tax Withholding. All benefits under the Plan shall be subject to
Federal income, FICA, and other tax withholding as required by applicable law. At the
time that tax withholding is required, if an amount is payable under the Plan to the
Participant the amount of the required tax withholding shall be withheld from such
payment. If, however, an amount is not then payable or the amount payable under the
Plan to the Participant is less than the required withholding, the Participant shall
pay, by check or money order payable to RTI or the Participating Entity employing the
Participant, not later than the date such withholding is required, the amount of the
required tax withholding or, at the sole election of RTI or such Participating Entity,
the amount of required tax withholding shall be withheld from other compensation or
amounts payable to the Participant. The Participant shall hold RTI or such
Participating Entity harmless from any liability for acting to satisfy the withholding
obligation in this manner.7.13
    
    Certificates and Reports. The Board and the Administrator shall be
entitled to rely on all certificates and reports made by any accountants retained by
any of them, and on all opinions given by legal counsel retained by any of them.7.14
    
    Cessation of Participation. In the event a Participant ceases to be an
Eligible Employee prior to Separation from Service, due to transfer to an affiliate of
RTI which is not a Participating Entity or his status as an Eligible Employee is
revoked by the Board, a Supplemental Pension will be payable from the Plan to or with
respect to such former Eligible Employee on the same basis as if he had continued to
participate in the Plan until Separation from Service, but not to exceed the benefit
that had been earned under the Plan, if any, as of the date participation in the Plan
as an Eligible Employee ceased, except as otherwise necessary to meet contractual
obligations in any Letter Agreement.7.15
    
    No Liability of Officers and Directors. No past, present or future
officer or director of RTI shall be personally liable to any Participant or other
person under any provision of the Plan.7.16
    
    Plan Records and Correction of Errors. Plan records shall be
maintained on a Plan Year basis. Notwithstanding anything to the contrary contained in
the Plan, the Administrator is expressly empowered to correct any errors made in
calculating the amount of a Participants Supplemental Pension or the amount payable
following the death of a Participant. Any such correction may be made retroactively,
except that no such correction shall require return of part or all of a distribution
previously made to or with respect to a Participant or spouse, but future payments may
be reduced until any prior
overpayment is recouped. To the extent an error is made because of
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information incorrectly submitted by or on behalf of the Participant or spouse, any correction
which would increase the amount payable from the Plan shall be made prospectively
only and shall not apply to correct any payments previously made.
 Claim and Appeal Procedure
 8.01
    
    Application for Benefits. In the event of a claim by a Participant or
other person (the Claimant) for or in respect of any benefit under the Plan, such
Claimant shall present the reason for the claim in writing to the Administrator,
Supplemental Pension Program, RTI International Metals, Inc., 1000 Warren Avenue,
Niles, Ohio 44446, or to such other person or entity designated and communicated by the
Board.8.02
    
    Claims and Appeals.
 (a)
    
    The Administrator shall, within 90 days after the receipt of a
written claim, send written notification to the Claimant as to its disposition,
unless special circumstances require an extension of time for processing the
claim. If such an extension of time for processing is required, written notice
of the extension shall be furnished to the Claimant prior to the termination of
the initial 90-day period. In no event shall such extension exceed a period of
90 days from the end of such initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Administrator expects to render the final decision.In the event the claim is wholly or partially denied, the written
notification shall state the specific reason or reasons for the denial,
include specific references to pertinent Plan provisions on which the denial
is based, provide an explanation of any additional material or information
necessary for the Claimant to perfect the claim, a statement of why such
material or information is necessary, the procedure by which the Claimant
may appeal the denial of the claim, and a statement of the Claimants right
to bring a civil action under Section 502(a) of ERISA following an adverse
benefit determination on review.(b)
    
    In the event a Claimant wishes to appeal the claim denial, he
or she may request a review of such denial by making written application to the
Administrator, Supplemental Pension Program, RTI International Metals, Inc.,
1000 Warren Avenue, Niles, Ohio 44446, or to such other person or entity
designated and communicated by the Administrator, within 60 days after receipt
of the written notice of denial (or the date on which such claim is deemed
denied if
written notice is not received within the applicable time period specified
in paragraph (a) above). Such Claimant (or duly
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authorized representative) may, upon written request to the Administrator, review pertinent Plan
documents, and submit in writing issues and comments in support of his
position. In addition, the Claimant (or representative) shall have the
right to submit documents, records, and other information relating to the
claim for benefits, and shall be provided, upon request and free of charge,
reasonable access to and copies of all documents, records, and other
information relevant to the claim for benefits.(c)
    
    Within 60 days after receipt of the written appeal (unless an
extension of time is necessary due to special circumstances or is agreed to by
the parties, but in no event more than 120 days after such receipt), the
Administrator shall notify the Claimant of its final decision. The
Administrators review shall take into account all comments, documents,
records, and other information submitted by the Claimant (or representative),
without regard to whether such information was submitted or considered in the
initial benefit determination. Such final decision shall be in writing and
shall include specific reasons for the decision, written in a manner calculated
to be understood by the Claimant, and specific references to the pertinent Plan
provisions on which the decision is based. In addition, the written notice of
the decision denying a claim shall contain (i) a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to and
copies of all documents, records, and other information that is relevant to the
Claimants claim for benefits, and (ii) a statement of the Claimants right to
bring an action under ERISA Section 502(a). If an extension of time for review
is required because of special circumstances, written notice of the extension
shall be furnished to the Claimant prior to the commencement of the extension.(d)
    
    For purposes of this Section 8.02, information is considered
relevant to a Claimants claim if such document, record, or other information
 (i)
    
    was relied upon in making the benefit
determination;(ii)
    
    was submitted, considered, or generated in the
course of making the benefit determination, without regard to whether
such document, record, or other information was relied upon in making
the determination; or(iii)
    
    demonstrates compliance with the Plans review
procedures and that, if appropriate, the Plan provisions have been applied consistently with respect to similarly-situated claimants.
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8.03
    
    Waiver.If the Claimant does not follow the procedures set forth in this Article VIII, he
shall be deemed to have waived the right to appeal benefit determinations under the
Plan. In addition, all determinations by and decisions of the Administrator under
this Article VIII shall be binding on and conclusive as to the Claimant.
  RTI INTERNATIONAL METALS, INC.By
    
    /s/ Chad Whalen
    
    February 27, 2008Chad Whalen
    
    Date SignedVice President and General CounselBy
    
    /s/ William T. Hull
    
    February 27, 2008William T. Hull
    
    Date SignedSenior Vice President and Chief Financial Officer
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EXHIBIT A
 Eligible Employees
under the
RTI International Metals, Inc.  Supplemental Pension Program
 Name
    
    Title1T. G. Rupert
    
    President & Chief Executive OfficerJ. H. Odle
    
    Executive Vice PresidentD. S. Hickton
    
    Vice Chairman and Chief Executive OfficerR. R. Vandegrift
    
    Vice President Capital ProjectsS. R. Giangiordano
    
    Executive Vice PresidentG. E. Schrecengost
    
    President TRADCO, Inc.F. A. Janowski
    
    Vice President Commercial Ti GroupD. Z. Paull
    
    Vice President AdministrationB. G. Smith
    
    Director-Global PurchasingE. M. Crist
    
    Director-TechnologyK. (Oscar) Yu
    
    Director-Research & DevelopmentW. T. Hull
    
    Senior Vice President & Chief Financial OfficerM. C. Wellham
    
    President & Chief Operating OfficerC. Whalen
    
    Vice President & General CounselW. F. Strome
    
    Senior Vice President-Strategic Planning & Finance
  Date: February 27, 2008

/s/ Chad WhalenOfficer Name:
    Chad WhalenOfficer Title:
    Vice President and General Counsel  
 1
    
    Reflects most recent title only.