Titanium Metals Corporation

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

               As Amended and Restated Effective February 28, 2001


     1.  Purpose.  The  purpose of the Amended and  Restated  1996  Non-Employee
Director  Compensation  Plan is to  promote  the  interests  of the  Company  by
providing an inducement  to obtain and retain the services of qualified  persons
who are neither employees nor officers of the Company to serve as members of the
Company's Board of Directors.

     2.  Definitions.

(a)      "Board" shall mean the Board of Directors of the Company.

(b)      "Cause"  shall  mean  any  misappropriation  of the  assets  of  the
          Company  or any of its  Subsidiaries resulting in material loss to
          such entity.

(c)      "Code" shall mean the Internal Revenue Code of 1986, as amended.

(d)      "Company" shall mean Titanium Metals Corporation, a Delaware
          corporation.

(e)      "Director" shall mean any person serving as a member of the Board.

(f)      "Disability"  shall mean the  condition  of a Grantee  who is unable to
         engage in any substantial gainful activities by reason of any medically
         determinable  physical  or mental  impairment  which can be expected to
         result in death or which has  lasted or can be  expected  to last for a
         continuous period of not less than twelve (12) months.

(g)      "Eligible Directors" shall mean those Directors eligible to participate
          in the Plan pursuant to Section 4.

(h)      "Fair Market Value" shall mean the last reported sale price of Stock on
         the New York Stock  Exchange (or other exchange upon which the Stock is
         traded as of the date of determination).

(i)      "Grantee" shall mean an Eligible Director who has been granted an
          Option.

(j)      "Ineligible Directors" shall mean those Directors who are not Eligible
          Directors.

(k)      "Meeting Fees" shall mean the fees to be paid to each Eligible Director
         for such Eligible Director's attendance at a regular or special meeting
         of the Board or Board committee, as follows:
<PAGE>
<TABLE>
<CAPTION>

                                                                 ATTENDED IN PERSON  ATTENDED BY TELEPHONE

                          <S>                                      <C>                            <C>
                          Board Meeting                            $1,000                         $350

                          Committee Meeting--
                          Chair only                               $2,000                         $700

                          Committee Meeting--Non-Chair
                          Members                                  $1,000                         $350
</TABLE>


(l)      "Option"  shall  mean an option to  purchase  shares of Stock,  granted
         pursuant to the Plan and subject to the terms and conditions  described
         in the Plan.  Options shall not be incentive  stock options  within the
         meaning of Code Section 422A.

(m)      "Optionee" shall mean a person who holds an Option.

(n)      "Parent" shall mean a corporation of the type defined in Code Section
          424(e).

(o)      "Plan" shall mean this Amended and Restated 1996 Non-Employee  Director
         Compensation  Plan,  as it may be amended from time to time pursuant to
         Section 9.

(p)      "Retainer"  shall mean a retainer paid  annually to Eligible  Directors
         which shall equal $15,000 in cash plus 1,000 shares of Stock.

(q)      "Stock" shall mean the Company's $.01 par value common stock.

(r)      "Subsidiary" shall mean a corporation of the type defined in Code
          Section 424(f).

  3. Administration. The Plan shall be administered by the Ineligible Directors.
The amount and  nature of the  awards to be  granted  under the Plan,  including
grants of Options,  shall be automatic as described in Section 7. The Ineligible
Directors, subject to the provisions of the Plan, have the power to construe the
Plan, to determine all  questions  thereunder  and to adopt and amend such rules
and regulations for the  administration  of the Plan as they may deem desirable.
Any  interpretation,  determination,  or  other  action  made  or  taken  by the
Ineligible Directors shall be final, binding, and conclusive.  A majority of the
total number of Ineligible  Directors shall  constitute a quorum for purposes of
any  action  by the  Ineligible  Directors,  and the vote of a  majority  of the
Ineligible Directors present at a meeting of the Ineligible Directors at which a
quorum is  present  shall be the act of the  Ineligible  Directors.  Any  action
reduced to writing  and signed by all of the  Ineligible  Directors  shall be as
fully effective as if it had been taken by a vote at a meeting of the Ineligible
Directors  duly  called  and held.  None of the  Ineligible  Directors  shall be
personally liable for any action,  determination or interpretation  made in good
faith with respect to the Plan or the Options.

     4.  Eligibility.  All  Directors  of  the  Company  shall  be  eligible  to
participate  in the  Plan  unless  they  are  employees  of the  Company  or any
Subsidiary or Parent of the Company.
<PAGE>

     5.  Shares Subject to the Plan

(a)      Class.  The shares  which are to be made the subject of awards  granted
         under the Plan shall be the Company's authorized but unissued Stock. In
         connection  with the issuance of Stock under the Plan,  the Company may
         repurchase Stock in the open market or otherwise.

(b)      Aggregate Amount.  The total number of shares of Stock authorized under
         the Plan shall not exceed 262,500  (subject to adjustment under Section
         10(c)).  If  any  outstanding  Option  under  the  Plan  expires  or is
         terminated for any reason,  then the Stock allocable to the unexercised
         portion of such Option shall not be charged  against the  limitation of
         this Section 5(b) and may again become the subject of an Option granted
         under the Plan.

6.       Retainer\Meeting Compensation.

(a)      Retainer.   The  cash  amount  of  the  Retainer  shall  be  paid,  and
         certificates  for the Stock portion of the Retainer shall be delivered,
         to Eligible Directors on or as soon as practicable following the annual
         meeting of the  stockholders  of the Company,  in each such case to the
         Eligible directors elected at such meeting.  Such certificates shall be
         registered  in the  name of the  Eligible  Director,  and all  Stock so
         issued shall be fully paid and nonassessable. The Company shall pay any
         issuance or transfer taxes with respect to the issuance of Stock.

(b)      Meeting  Fees.  Meeting  Fees  shall be paid in cash on or as soon as
         practicable  after any  regular  or special meeting attended by an
         Eligible Director.

         7. Terms, Conditions and Form of Options. Each Option granted under the
Plan  shall  be  evidenced  by a  written  agreement  substantially  in the form
attached  hereto or in such other form as the  Ineligible  Directors  shall from
time to time approve,  which  agreements  shall be executed by a duly authorized
officer of the  Company and shall  comply  with and be subject to the  following
terms and conditions:

(a)      Option  Grant  Dates.  Commencing in  1999,  Options  shall be  granted
         automatically  to each  Eligible Director elected at the annual meeting
         of stockholders of the Company as of the date of such meeting.

(b)      Option  Formula.  Each Eligible  Director shall receive an Option to
         purchase 5,000 shares of Stock on the grant date of the Option without
         further action by the Board or the Ineligible Directors.

(c)      Period of Options.  Options  shall vest and become  exercisable  on the
         first  anniversary  of grant  date of the  Option;  and  Options  shall
         terminate and cease to be exercisable  on the tenth  anniversary of the
         grant date of the Option  (subject to prior  termination as provided in
         Sections 7(g) and (h) below).

(d)      Option  Price.  The  exercise  price of each Option  shall be the Fair
         Market Value of a share of Stock on the date the Option is granted.

(e)     Exercise of Options.  Vested and  exercisable  Options may be exercised
     (in full or in part) only by written  notice of exercise  delivered  to the
     Company at its principal  executive office  accompanied  either (i) by cash
     payment  of the  aggregate  exercise  price for all  shares of Stock  being
     acquired upon exercise of the Option,  or (ii) written direction to deliver
     the  shares  of Stock  being  acquired  upon  exercise  of the  Option to a
     registered  broker  dealer  with  instruction  to sell such  shares for the
     account of Optionee,  and to remit to the Company out of such sale proceeds
     a cash  payment  equal to the  aggregate  exercise  price for all shares of
     Stock being  acquired  upon  exercise of the Option.  Such Option  shall be
     deemed to have been  exercised  on the date both such  required  items have
     been received by the Company.
<PAGE>
(f)  Transferability. No Option granted under the Plan shall be transferable
     other than by will or by the laws of descent  and  distribution;  provided,
     however,  that the Ineligible Directors may determine to grant Options that
     are  transferable,  without payment of  consideration,  to immediate family
     members  of the  Grantee  or to  trusts  or  partnerships  for such  family
     members,   and  may  amend   outstanding   Options  to  provide   for  such
     transferability. No interest of any Optionee in any Option shall be subject
     to  attachment,   execution,   garnishment,   sequestration,  the  laws  of
     bankruptcy  or any other legal or  equitable  process.  Except as otherwise
     determined by the Ineligible Directors, during the lifetime of the Grantee,
     Options shall be exercisable only by the Grantee or the Grantee's  guardian
     or legal representative.

(g)  Death or  Disability  of  Grantee.  If a  Grantee  dies or  terminates
     performance of services as a Director  because of Disability,  any unvested
     and  unexercisable  Option  granted to such Grantee shall  immediately  and
     fully vest. Such Option,  together with any other vested and  unexercisable
     Options  granted to such Grantee,  may be  exercised,  at any time, or from
     time to time, prior to the earlier of (i) the termination of such Option in
     accordance  with Section 7(c), or (ii) one year after the date of Grantee's
     death  or  termination  of  services  as a  Director,  at  which  date  all
     then-outstanding  and  unexercised  Options  granted to such Grantee  shall
     terminate.  In the case of death,  an Option may be exercised by the person
     or persons to whom the  Optionee's  rights under the Option pass by will or
     applicable  law, or if no such person has such  rights,  by the  Optionee's
     executors  or  administrators;  provided  that such  person(s)  consent  in
     writing  to abide by and be subject to the terms of the Plan and the Option
     and such writing is delivered to the Company.

(h)  Termination of Services as Director.

(i)  If a  Grantee's  performance  of  services  for  the  Company  and  its
     Subsidiaries  shall terminate for any reason other than death or Disability
     or  termination  of  services as a Director  for Cause,  any  unvested  and
     unexercisable  Option granted to such Grantee shall  immediately  and fully
     vest. Such Option,  together with any other vested and exercisable  Options
     granted to such  Grantee,  may be  exercised,  at any time, or from time to
     time,  prior  to the  earlier  of (i) the  termination  of such  Option  in
     accordance  with  Section  7(c) or (ii) three months after the date of such
     Grantee's  termination  of  services  as a  Director,  at  which  date  all
     then-outstanding  and  unexercised  Options  granted to such Grantee  shall
     terminate.

(ii) If a Grantee's performance of services as a Director is terminated for
     Cause, any unvested and unexercisable  Option granted to such Grantee shall
     terminate  as of the date of such  termination  of  services.  All  Options
     previously  granted  to such  Grantee  which  are,  as of the  date of such
     termination of services,  vested and  exercisable,  may be exercised at any
     time, or from time to time,  prior to the earlier of (i) the termination of
     such Option in  accordance  with  Section  7(c) or (ii) one month after the
     date of such Grantee's termination of services as a Director, at which date
     all  then-outstanding and unexercised Options granted to such Grantee shall
     terminate.  For this  purpose  of the Plan and any Option  agreement,  such
     Grantee's  service shall be deemed to have terminated on the earlier of (A)
     the date when the Grantee's service in fact terminated or (B) the date when
     such Grantee  received  written notice that his service is to terminate for
     Cause.
<PAGE>
(i)  No  Rights as  Shareholder.  No  Optionee  shall  have any  rights as a
     shareholder  with  respect to any Stock  subject to an Option  prior to the
     date of issuance to such Optionee of a certificate or certificates for such
     shares.

8.   Compliance  With Other Laws and  Regulations.  The Plan,  the grant and
     exercise of Options  under the Plan,  and the  obligation of the Company to
     transfer  shares  under such  Options  shall be  subject to all  applicable
     federal and state laws, rules and  regulations,  including those related to
     disclosure of financial  and other  information  to  Optionees,  and to any
     approvals by any  government or regulatory  agency as may be required.  The
     Company  shall not be  required to issue or deliver  any  certificates  for
     shares  of Stock  prior to (a) the  listing  of such  shares  on any  stock
     exchange  on which the Stock may then be  listed,  where  such  listing  is
     required  under  the rules or  regulations  of such  exchange,  and (b) the
     compliance   with  applicable   federal  and  state   securities  laws  and
     regulations  relating to the issuance  and  delivery of such  certificates;
     provided, however, that the Company shall make all reasonable efforts to so
     list such shares and to comply with such laws and regulations.

9.   Amendment  and  Discontinuance.  The Board may from time to time amend,
     suspend or discontinue the Plan;  provided,  however,  that, the Plan shall
     not be amended  without the consent of the  shareholders  of the Company to
     the extent such consent is required under Rule 16b-3, Section 162(m) of the
     Code or any stock exchange or market quotation system on which the Stock is
     then listed or quoted.  Except  where  approval of the Board is required by
     applicable law, the power of the Board to amend, suspend or discontinue the
     Plan shall be exercised by the Ineligible Directors.

10.  General Provisions.

(a)      Assignability.  The  rights  and  benefits  under the Plan shall not be
         assignable or transferable  by an Eligible  Director other than by will
         or by the laws of descent and  distribution,  and,  except as otherwise
         determined  by the  Ineligible  Directors,  during the  lifetime of the
         Grantee,  Options  granted under the Plan shall be exercisable  only by
         the Grantee.

(b)      Termination of Plan. No Options may be granted under the Plan after May
         18, 2006 (or if such date is not a business day, on the next succeeding
         business day). The Plan shall  automatically  terminate on the date all
         Options  granted under the Plan have been exercised or have  terminated
         or expired.

(c)      Adjustments in Event of Change in Stock.  In the event of any change in
         the  Stock  by  reason   of  any  stock   dividend,   recapitalization,
         reorganization,   merger,  consolidation,   split-up,  combination,  or
         exchange of shares,  or of any similar change  affecting the Stock, the
         number and class of shares subject to outstanding Options, the exercise
         price per share,  and any other terms of the Plan or the Options  which
         in the Ineligible  Directors' sole discretion  require adjustment shall
         be appropriately adjusted consistent with such change in such manner as
         the Ineligible Directors may deem appropriate.

(d)      No Right to Continue as a Director.  Neither the Plan, nor the granting
         of an Option nor any other  action  taken  pursuant to the Plan,  shall
         constitute or be evidence of any agreement or understanding, express or
         implied,  that the  Company  will  retain a Director  for any period of
         time, or at any particular rate of compensation.
<PAGE>
(e)      ERISA. The Plan is not an employee benefit plan which is subject to the
         provisions of the Employee  Retirement Income Security Act of 1974, and
         the  provisions of Section 401(a) of the Code are not applicable to the
         Plan.

(f)      Non-Statutory  Options.  All  Options  granted  under the Plan shall be
         non-statutory  options  not  entitled to special  tax  treatment  under
         Section 422A of the Code.

(g)      Effective Date of the Plan. The Plan  originally  took effect on May 8,
         1996 (ten days  following  last  adoption  by the  stockholders  of the
         Company on May 8, 1996).  The Plan was originally  adopted by the Board
         on March 29, 1996, was  subsequently  amended by the Board on April 15,
         1996,  and was amended and  restated by the Board on February 14, 1997,
         February  19, 1998,  May 19,  1998,  February 23, 1999 and February 28,
         2001.  The Plan  was  originally  adopted  by the  stockholders  of the
         Company  on March 29,  1996,  and again on May 8,  1996  following  the
         amendment of the Plan by the Board.

(h)      Effect of  Amendment  and  Restatement  of the Plan.  This  amended and
         restated  version of the Plan shall amend and supersede in its entirety
         previous versions of the Plan, provided,  however,  that such amendment
         and  restatement  is not intended to affect the validity of any actions
         taken under  previous  versions of the Plan, as summarized on Exhibit A
         hereto.

(i)      Governing Law. The Plan and all  determinations  made and actions taken
         pursuant  hereto shall be governed by the laws of the State of Colorado
         and construed accordingly.

(j)      Variation  of  Pronouns.   All  pronouns  and  any  variations  thereof
         contained  herein  shall be  deemed  to refer to  masculine,  feminine,
         neuter,  singular or plural,  as the  identity of the person or persons
         may require.
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT A

                       HISTORY OF PLAN ACTIONS/AMENDMENTS



                                                                                  MEETING FEES
                                               RETAINER                     (In Person/By Telephone)             OPTIONS
                                   ----------------------------------   ----------------------------------  ------------------
                                                                                   Committee Meeting
                                                                                -------------------------
                                                                                               Non-Chair      Number @ Price/
                                     Amount of Cash/   # of Shares/       Board    Committee   Committee           Term/
   DATE             ACTION             Date Paid        Date Paid       Meeting   Chair only     Member         Date Issued
------------  -------------------  ----------------------------------   ----------------------------------  ------------------
<S>            <C>                 <C>              <C>                <C>                    <C>           <C>
  3-29-96       Plan Adopted        $8,000/          $8,000 in          $1,000/                             625 @ IPO price
                 authorizing        IPO closing      shares               $350                              then at FMV/
                62,500 shares      then 1st          (rounded to                                            5 years/
                                   business day of   next 100)/                                             IPO Closing then
                                   year              IPO closing                                            3rd business day
                                                     then 1st                                               after earnings
                                                     business day                                           release
                                     of year

  4-15-96        Plan Amended                        400 shares/
                                   IPO closing
                                    then 1st
                                  business day
                                     of year


  2-14-97        Plan Amended      $8,000/           400 shares/                                            1,500 @ FMV/
                                   Annual Meeting    Annual Meeting                                         10 years/
                                                                                                            3rd business day
                                                                                                            after earnings
                                                                                                            release


  2-19-98        Plan Amended                                                                               1,500 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting


  5-19-98        Plan Amended      $15,000/          500 shares/                   $2,000/     $1,000/
                                   Annual Meeting    Annual Meeting                 $700         $350


  2-23-99        Plan Amended                                                                               5,000 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting


  2-28-01      Plan Amended to                       1,000 shares/
              Authorize 200,000                      Annual Meeting
              Additional shares

</TABLE>