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                                                                  Exhibit 10.12
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.



August 1, 1999




Mrs. Dawne S. Hickton
Vice President & General Counsel
RTI International Metals, Inc.
1000 Warren Avenue
Niles, OH 44446

Dear Mrs. Hickton:

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 August 1, 1999 through July 31, 2003; provided, however,
that on August 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 April 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. This Letter Agreement supersedes and replaces
in its entirety the Letter Agreement between you and the Company dated May
1,1997.

         1.       During the Employment Period, you will serve as Vice President
                  & General Counsel of the Company (or on any other executive
                  officer position 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 President & Chief
                  Executive 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.

         2.       During the Employment Period, the Company will pay you, in
                  equal monthly installments, as compensation for your services
                  an annual salary of $150,000. 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


<PAGE>   2
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.

Mrs. Dawne S. Hickton
August 1, 1999
Page 2



                  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 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


<PAGE>   3
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.


Mrs. Dawne S. Hickton
August 1, 1999
Page 3



                           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 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.


<PAGE>   4
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.



Mrs. Dawne S. Hickton
August 1, 1999
Page 4




                  (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:

                           (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
<PAGE>   5
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.

Mrs. Dawne S. Hickton
August 1, 1999
Page 5



                                    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:

                           (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.


<PAGE>   6
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.
Mrs. Dawne S. Hickton
August 1, 1999
Page 6



                           (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 bonus 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 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


<PAGE>   7
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.


Mrs. Dawne S. Hickton
August 1, 1999
Page 7



                                             (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 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)(l) (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


<PAGE>   8
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.



Mrs. Dawne S. Hickton
August 1, 1999
Page 8



                                             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 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);


<PAGE>   9
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.


Mrs. Dawne S. Hickton
August 1, 1999
Page 9



                                    (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 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


<PAGE>   10
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.


Mrs. Dawne S. Hickton
August 1, 1999
Page 10



                  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 has as its principal
                  business the production of titanium or titanium-related
                  products. 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. 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 Company's Stock Plan Committee has granted to you 8,000
                  shares of restricted stock subject to your execution of a
                  Restricted Stock Grant in the form attached hereto. The
                  restriction period with regard to such shares shall commence
                  August 1, 1999 and end July 31, 2003.

<PAGE>   11
                                                                   [LOGO]
                                                                     RTI
                                                                INTERNATIONAL
                                                                 METALS, INC.



Mrs. Dawne S. Hickton
August 1, 1999
Page 11





         11.      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/ DAWNE S. HICKTON                 DATE:    8-1-99
-------------------------                  ------------
Dawn S. Hickton