| I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | PURPOSE      OF THE PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
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| Titanium      Metals Corporation (the “Company”) hereby establishes the Titanium Metals      Corporation 2008 Discretionary Bonus Plan (“Plan”) pursuant to which      discretionary bonuses may be awarded to plan participants to provide      incentives to attain superior performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ADMINISTRATION      OF THE PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| 2.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Plan is hereby adopted by the Management Development and Compensation      Committee (the “Committee”) of the Company’s Board of Directors, effective      January 1, 2008.                                                                                                                                                                                                                                                                                                                                                                           |
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| 2.02                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Plan shall be administered by the Company’s Chief Executive Officer (the      “CEO”), who shall determine the eligibility of Plan participants and the      amount of the bonus awards payable under the Plan for each Plan      year.  The Committee shall review and consider for approval      bonus awards payable to the Company’s executive officers as defined by the      rules of the New York Stock Exchange.                                                                                                               |
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| III.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | DETERMINATION      OF PARTICIPANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
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| The      eligible participants in the Plan are all senior managers employed by      TIMET who are designated to participate in the Plan by the      CEO.  Attached as Exhibit A      to the Plan is the initial list of eligible participants.  The      CEO may add or remove eligible participants in his      discretion.  In order to receive a bonus award under the Plan,      eligible participants must be employed by TIMET on the last day of the      plan year and on the actual date of payment of the bonus award in the      calendar year following the plan year unless otherwise approved by the      CEO.  Bonus awards will be paid to plan participants in a single      cash payment on March 15th      of the calendar year following the plan year.  Eligible      participants in this Plan shall not be eligible to participate in the      TIMET Profit Sharing Plan.                                                                                    |
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| IV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | PAYMENT      OF BONUS AWARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
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| Bonus      awards under the Plan are payable in the discretion of the CEO and will be      determined based on the CEO’s evaluation of each participant’s overall      performance of his or her responsibilities and the performance of the      Company in meeting its business objectives during the Plan      year.  The CEO may consult with or seek recommendations from      other TIMET executive officers and the Committee concerning the bonus      awards to be paid to plan participants each Plan year.  Criteria      considered in the determination of the amount of bonus awards include the      participant’s individual annual performance rating, managerial      effectiveness, effectiveness in communication throughout the organization,      contribution to the Company’s attainment of its Annual Operating Plan,      enhancement of the Company’s long-term growth potential and advancement of      the Company’s long-term, strategic goals. |
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| V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | GENERAL      PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
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| 5.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Plan year is the 12 consecutive months coinciding with the Company’s      fiscal year.  The Committee may at any time amend, suspend or      terminate the Plan.                                                                                                                                                                                                                                                                                                                                                                                        |
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| 5.02                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | No      Plan participant shall have the right to alienate, pledge or encumber      his/her interest in any bonus award to which he/she may become entitled      under the Plan, and such interest shall not (to the extent permitted by      law) be subject in any way to the claims of the participant’s creditors or      to attachment, execution or other process of law.                                                                                                                                                                                             |
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| 5.03                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Plan is not a contract of employment.  No term of the Plan shall      be construed to restrict the right of the Company to terminate or change      the terms of any plan participant’s employment with the Company at any      time or to confer on any plan participant the right to continue in the      employ of the Company for any period of time or to continue any plan      participant’s present or any other rate of compensation.  No      plan participant shall have any right to future participation in the      Plan. |
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| 5.04                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Company shall have the right to deduct from all bonus award payments under      the Plan any foreign, federal, state or local taxes required by the law to      be withheld with respect to such payments.                                                                                                                                                                                                                                                                                                                                                              |
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| 5.05                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | This      Plan shall be construed in accordance with, and shall be governed by the      laws of the State of Texas.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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