RTI_Inner

CONFLICT OF INTERESTS

PURPOSE:
To state RTI's policy concerning conflict of interest situations. To define the conditions in which employees who participate or engage in business activities outside their RTI International Metals, Inc. employment, will disclose a possible exposure to dual interests and/or if not so involved, will submit a statement of disclosure to this effect.

1.0 STATEMENT OF POLICY:

1.1 It is the policy of RTI International Metals, Inc. that its officers and key employees should always conduct themselves in their business associations and relationships in a fair and honest manner and their actions should not be a discredit to either RTI or to themselves as individuals.

1.2 There should be no conflict of interests arising between the employee's personal and managerial actions.

2.0 CONDITION OF EMPLOYMENT:

2.1 RTI expects as a condition of employment that each employee will protect corporate information, avoid undue outside influence upon decisions or actions in the performance of their work and avoid situations which deprive RTI of the full measure of working time, attention to assigned duties, and loyalty.

2.2 Accordingly, RTI reserves the right to review and pass upon any outside business activities of its employees, other than investments in stocks and securities that are publicly traded, and under the conditions that such participation would not involve a possible dual relationship or conflict of interests.

3.0 CONFLICT OF INTERESTS SITUATIONS:

3.1 A conflict of interest between RTI and its employees will exist under the situations outlined below:

3.1.1 Be employed by another firm while in the employment of RTI, particularly if the firm is a competitor, customer or a supplier (or one that may become a competitor, customer or a supplier in the foreseeable future)

3.1.2 Hold substantial financial interest in, or be engaged in the management of, a firm which provides vendor services, or supplies materials or equipment to RTI, or a firm to which RTI makes sales.

3.1.3 Speculate or deal in materials, equipment, supplies or property purchased by RTI or speculate or deal for their own account in products sold by RTI.

3.1.4 Borrow money from customers or from individuals or firms from which RTI buys services, materials, equipment, or with whom RTI does business.

3.1.5 Give or accept gifts or favors involving an outside company, organization or agency which are substantial enough to cause undue influence in the selection of goods or services for RTI. Gifts or entertainment must be of no more than nominal value.

3.1.6 Participate in civic, professional or other such organizational activities in a manner whereby confidential RTI information may be divulged.

3.1.7 Use confidential information obtained during employment for personal gain or benefit or the gain or benefit of a family member, business associate or acquaintance.

4.0 MEMORANDUM OF DISCLOSURE:

4.1 It is the responsibility of each key employee to submit a statement of disclosure relating to a conflict of interest situation.

4.2 In the event changing circumstances alter the original statement of disclosure, the employee will immediately notify the Office of the General Counsel to maintain outside activity information on a current basis.

4.3 The formal statement of disclosure will generally follow the suggested format indicated in Exhibit A of this practice.

EXHIBIT A
POLICY NO. 1102

RTI International Metals, Inc.
Westpointe Corporate Center One
1550 Coraopolis Heights Road, 5th Floor
Pittsburgh, PA 15108-2973

CONFLICT OF INTERESTS

I have read the RTI Policy concerning the reporting of potential conflict of interest situations and outside business activities by officers and Management employees, and understand its purposes and the objectives.

Pursuant to this Policy, I report that I am not involved in any situation which is required to be reported thereunder.

In the event a change in circumstances occurs which would alter the situation reported by me herein, I will advise our Company of such changes without undue delay.

Very truly yours,

____________________________
Signature

____________________________
Printed Signature

Date: _________________



	CONFLICT OF INTERESTS PURPOSE: To state RTI's policy concerning conflict of interest situations. To define the conditions in which employees who participate or engage in business activities outside their RTI International Metals, Inc. employment, will disclose a possible exposure to dual interests and/or if not so involved, will submit a statement of disclosure to this effect. 1.0 STATEMENT OF POLICY: 1.1 It is the policy of RTI International Metals, Inc. that its officers and key employees should always conduct themselves in their business associations and relationships in a fair and honest manner and their actions should not be a discredit to either RTI or to themselves as individuals. 1.2 There should be no conflict of interests arising between the employee's personal and managerial actions. 2.0 CONDITION OF EMPLOYMENT: 2.1 RTI expects as a condition of employment that each employee will protect corporate information, avoid undue outside influence upon decisions or actions in the performance of their work and avoid situations which deprive RTI of the full measure of working time, attention to assigned duties, and loyalty. 2.2 Accordingly, RTI reserves the right to review and pass upon any outside business activities of its employees, other than investments in stocks and securities that are publicly traded, and under the conditions that such participation would not involve a possible dual relationship or conflict of interests. 3.0 CONFLICT OF INTERESTS SITUATIONS: 3.1 A conflict of interest between RTI and its employees will exist under the situations outlined below: 3.1.1 Be employed by another firm while in the employment of RTI, particularly if the firm is a competitor, customer or a supplier (or one that may become a competitor, customer or a supplier in the foreseeable future) 3.1.2 Hold substantial financial interest in, or be engaged in the management of, a firm which provides vendor services, or supplies materials or equipment to RTI, or a firm to which RTI makes sales. 3.1.3 Speculate or deal in materials, equipment, supplies or property purchased by RTI or speculate or deal for their own account in products sold by RTI. 3.1.4 Borrow money from customers or from individuals or firms from which RTI buys services, materials, equipment, or with whom RTI does business. 3.1.5 Give or accept gifts or favors involving an outside company, organization or agency which are substantial enough to cause undue influence in the selection of goods or services for RTI. Gifts or entertainment must be of no more than nominal value. 3.1.6 Participate in civic, professional or other such organizational activities in a manner whereby confidential RTI information may be divulged. 3.1.7 Use confidential information obtained during employment for personal gain or benefit or the gain or benefit of a family member, business associate or acquaintance. 4.0 MEMORANDUM OF DISCLOSURE: 4.1 It is the responsibility of each key employee to submit a statement of disclosure relating to a conflict of interest situation. 4.2 In the event changing circumstances alter the original statement of disclosure, the employee will immediately notify the Office of the General Counsel to maintain outside activity information on a current basis. 4.3 The formal statement of disclosure will generally follow the suggested format indicated in Exhibit A of this practice. EXHIBIT A POLICY NO. 1102 RTI International Metals, Inc. Westpointe Corporate Center One 1550 Coraopolis Heights Road, 5th Floor Pittsburgh, PA 15108-2973 CONFLICT OF INTERESTS I have read the RTI Policy concerning the reporting of potential conflict of interest situations and outside business activities by officers and Management employees, and understand its purposes and the objectives. Pursuant to this Policy, I report that I am not involved in any situation which is required to be reported thereunder. In the event a change in circumstances occurs which would alter the situation reported by me herein, I will advise our Company of such changes without undue delay. Very truly yours, ____________________________ Signature ____________________________ Printed Signature Date: _________________