Titanium Metals Corporation
                              AMENDED AND RESTATED
                       Executive Stock Ownership Loan Plan
                            (as of february 28, 2001)

I.       PURPOSE

The purpose of the Titanium  Metals  Corporation  Executive Stock Ownership Loan
Plan is to provide a means by which certain employees of the Company may acquire
a meaningful  stake in the Company by purchasing  securities of the Company with
funds loaned by the Company, so as to align the interests of the executives with
those of the shareholders of the Company.

II.      EFFECTIVE DATE OF PLAN

The effective date of the Plan shall be February 19, 1998.

III.     DEFINITIONS

(a)      "Base Salary" shall mean a Participant's annual base salary in effect
          on the date of a Loan.

(b)      "BUCS" shall mean,  collectively,  the convertible preferred securities
         designated  the 6 5/8%  Convertible  Preferred  Securities,  Beneficial
         Unsecured  Convertible  Securities issued by the Trust, as the same now
         exist or may hereafter be amended,  modified,  supplemented,  extended,
         renewed, restated or replaced.

(c)      "Committee"  shall mean the Management  Development and  Compensation
          Committee of the Company's Board of Directors.

(d)      "Company" shall mean Titanium Metals Corporation.

(e)      "Lender"  shall mean the Company or any wholly owned  subsidiary of the
         Company formed for such purpose (including,  without limitation,  TIMET
         Colorado Corporation).

(f)      "Loan" shall mean a loan from a Lender to a Participant, subject to the
          requirements of this Plan.

(g)      "Loan  Documents"  shall mean the promissory  note, the loan and pledge
         agreement,  and  such  other  documentation  relating  to a Loan as the
         Company may deem appropriate.

(h)      "Participant"  shall mean an  employee of the Company who is  eligible
          for a Loan,  as  determined  under Section IV.

(i)      "Plan" shall mean this  Titanium  Metals  Corporation  Executive  Stock
         Ownership Loan Plan, as it may be amended from time to time.

(j)      "TIMET Stock" shall mean any securities of Titanium Metals Corporation,
         including common stock, preferred stock, or BUCS.

(k)      "Trust" shall mean the TIMET Capital Trust I, a Delaware business
          trust, and its successors and assigns.
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IV.      ELIGIBILITY

The Committee will  determine  from time to time which  employees of the Company
are eligible to be Participants.

V.       ADMINISTRATION

The  Committee  will have the authority to  administer  the Plan.  Except as may
otherwise be determined by the Committee, Loans extended under the Plan shall be
made in accordance with the following terms and conditions:

(a)      No more than two Loans may be granted to any Participant in any
         calendar year.

(b)      The  amount of any one Loan to any  Participant  may not  exceed 50% of
         such  Participant's  Base Salary, and the aggregate amount of all Loans
         to any  Participant  may not  exceed  200% of such  Participant's  Base
         Salary (in effect on the date of the most recent Loan).

(c)      Loan  proceeds  may be used solely to purchase  TIMET Stock  (including
         payment  of any  related  brokerage  fees) and to pay  withholding  tax
         obligations   incurred   by  any   Participant   upon  the  lapsing  of
         restrictions on restricted  TIMET Stock granted to such  Participant by
         the Company.

(d)      Each Loan shall be evidenced by Loan Documents,  in such form as may be
         established  from  time  to time by the  Committee,  entered  into by a
         Participant and Lender.

(e)      The  principal  amount of a Loan will be repaid as provided  for in the
         Loan Documents;  provided,  that, repayment of principal shall commence
         on the sixth  (6th)  anniversary  of the Loan  date and the Loan  shall
         mature in full on the tenth (10th)  anniversary  of the Loan date.  The
         Committee  shall have the authority to extend the time for repayment or
         modify  the  other  terms  for  the  payment  of  principal,  as it may
         determine  to be  appropriate  in the  case  of any  Participant  whose
         employment  with the Company is  terminated by the Company or by reason
         of a participant's death or disability.

(f)       Each Loan shall  bear interest,  payable  as provided for in the Loan
          Documents.  The interest rate will initially be determined on the date
          each Loan is made,  which rate shall apply during the calendar year in
          which  the  Loan  is  made  and  which   will  be  equal  to   TIMET's
          then-effective  borrowing  rate on the  date  the  Loan  is made  plus
          .0625%. Thereafter, as provided for in the Loan Documents, the Company
          shall  determine,  as of January 2 of each  subsequent  year, the rate
          that shall be  effective  for all  outstanding  Loans for that  entire
          year, which will be equal to TIMET's then-effective  borrowing rate on
          January 2 plus  .0625%.  In the event of a  default  on any Loan,  the
          interest  rate  applicable to such Loan shall be adjusted as described
          in the Loan  Documents.  The  Committee  shall have the  authority  to
          extend  the time for  repayment  or  modify  the  other  terms for the
          payment of  interest,  as it may  determine  in its  discretion  to be
          appropriate,  in the case of any Participant whose employment with the
          Company is terminated by the Company or by reason of the participant's
          death or disability.

(g)      Each Loan must be secured by all of the TIMET Stock  purchased with the
         Loan proceeds in the case of Loans the proceeds of which have been used
         to  purchase  TIMET  Stock,  and by all of the  TIMET  Stock  for which
         restrictions  have lapsed under a restricted  stock grant and for which
         the Loan proceeds  have been used to pay  withholding  tax  obligations
         incurred by the  borrower  upon such  lapsing.  The  Company  will hold
         possession of any certificates  representing such collateral securities
         until the Loan is paid in full.
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(h)      Each  Loan  must be  repaid in full  within  ninety  (90) days  after a
         Participant's  termination of employment with Company, unless a sale of
         the TIMET  Stock  securing  such Loan at such  time  would  result in a
         short-swing profit liability under applicable securities laws, in which
         case repayment will be required on the earliest date on which such sale
         could occur without resulting in such liability.

(i)      Notwithstanding  any  other  provision  in this  Plan,  subject  to any
         limitations  set forth in the Loan Documents a Participant may elect to
         sell all or any portion of the TIMET Stock  purchased with the proceeds
         of a Loan; provided,  however, that the Participant is eligible to sell
         such  TIMET  Stock  under  applicable  securities  laws  and  provided,
         further,  that the  Participant  is not then in default under any Loan.
         The Company  shall be  entitled  to receive all of the  proceeds of any
         such voluntary sale (after  reduction for any  commissions  incurred in
         such sale), which proceeds will be applied in the following manner:

         (1)      first, to pay any federal or state  income  taxes owing by the
                  Participant  as a result of such sale;

         (2)      second,  to pay any  outstanding  interest  owed on any  Loan,
                  including  interest amounts then due and interest accrued with
                  respect to the Loan being repaid;

         (3)      third, to pay any  outstanding  principal on any Loans (in the
                  order  of  maturity,   starting   with  the  oldest  Loan)  in
                  proportion  to the TIMET  Stock  securing a given loan that is
                  sold (i.e.,  if the  Participant  elects to sell 50% of his or
                  her TIMET Stock securing a Loan, then the Participant would be
                  required to pay 50% of the  principal of such Loan);  provided
                  that if the  sale  proceeds  are not  sufficient  to pay  this
                  principal amount, the Participant may not sell the TIMET Stock
                  unless  the  Participant  agrees  to pay to  the  Company  the
                  remaining  principal  amount required under this subsection at
                  the time of the sale of the TIMET Stock; and

         (4)     fourth, any remaining proceeds will be paid to the Participant.

(j)      The Loan  Documents will provide that each Loan is full recourse to the
         Participant individually,  except in the case of the termination of the
         Participant's  employment  by the  Company or in the event of a sale by
         the Company of all of the TIMET Stock  securing a Loan upon an event of
         default,  in which case the Loan shall be recourse  to the  Participant
         individually  only as to 70% of the net Loan balance (net of any of the
         items listed in subsections (V)(i) above), and after the application of
         the proceeds from the sale of all TIMET Stock securing such Loan.

VI.      MISCELLANEOUS

(a)      This Plan is not a contract of  employment.  No term of this Plan shall
         be construed to confer on any  Participant the right to continue in the
         employ of the Company  for any period of time or to restrict  the right
         of the Company to  terminate  or change the terms of any  Participant's
         employment with the Company at any time, including, without limitation,
         any  Participant's  position or rate of  compensation.  No  Participant
         shall have any right to future participation in this Plan.
<PAGE>
(b)      No  right  or  interest  of any  Participant  in  this  Plan  shall  be
         assignable  or  transferable  or be subject to any lien,  directly,  by
         operation  of  law,  or  otherwise,   including  by  execution,   levy,
         garnishment, attachment, pledge, or bankruptcy.

(c)      This  instrument,  along with the Loan  Documents,  contains the entire
         understanding  between the Company and the Participants relating to the
         Plan and  supersedes  any prior  description  of the Plan or  agreement
         pertaining  to  the  Plan  (except  for  any  previously-executed  Loan
         Documents) between such parties, whether written or oral.

(d)      This Plan  shall be  construed  in  accordance  with,  and shall be
         governed  by the laws of the State of Colorado.

(e)      To the extent that any one or more of the provisions of this Plan shall
         be invalid,  illegal or  unenforceable  in any respect,  the  validity,
         legality and  enforceability  of the remaining  provisions shall not in
         any way be affected or impaired.

(f)      The section  headings are for  convenience  only and shall not be used
         in  interpreting  or construing the Plan.

(g)      This Plan may be amended  by action  taken by the  Committee  or by the
         full  Board of  Directors  of the Company.