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ARTICLES OF INCORPORATION

CODE OF REGULATIONS

GUIDELINES

ARTICLES OF INCORPORATION

First: The name of the Corporation shall be RTI International Metals, Inc.

Second: The principal office of the Corporation in the State of Ohio is to be located in the City of Niles, County of Trumbull.

Third: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Section 1701.01 to 1701.98. inclusive, of the Ohio Revised Code.

Fourth: The number of shares, which the Corporation is authorized to have outstanding, is 55,000,000 shares of which 50,000,000 shall be common shares with $.01 par value and 5,000,000 shall be preferred shares without par value.

A. The express terms of the preferred shares are as follows:

1. Shares classified and designated as preferred shares shall be entitled to voting rights as follows:

a. Except as otherwise required by law or the Articles of Incorporation of the Corporation, including subparagraph A(1)(b) of this Article Fourth, the holders of the preferred stock, voting together as a class with the holders of the common stock, shall be entitled to vote for the election of directors and all other matters.

b. During any period in which dividends on the preferred stock are cumulatively in arrears in the amount of six or more full quarterly dividends, the holders of the preferred stock, voting together as a class, will have the right to elect two directors which two directorships shall be in addition to that number of directors then determined as constituting the number of members of the Board of Directors pursuant to the Regulations of the Corporation.
2. The Board of Directors is authorized, subject to any limitations prescribed by law and to the provisions of this Article Fourth, to adopt amendments to these Articles of Incorporation in respect of any unissued or treasury shares of the preferred stock and thereby to fix or change: the division of such shares into series and the designation and authorized number of shares of each series; the divided or distribution rate; the dates of payment of dividends and the dates, if any, from which they are cumulative; liquidation price; redemption rights and price; sinking fund requirements; conversion rights; and restrictions on the issuance of such shares or any series thereof. In addition, the Board of Directors is hereby authorized to similarly fix or change any or all other express terms in respect of the preferred stock as may be permitted or required by law.

3. Upon the conversion of any shares of preferred stock the stated capital of the corporation shall be reduced or increased in such a manner and at such a rate so that the stated capital attributable to any share issued upon the exercise of such conversion rights shall be the same as other shares of its class and not the stated capital of the share so converted.

4. The holders of the shares of preferred stock shall receive dividends, when and as declared by the Board of Directors; out of funds available for the payment of dividends, before any dividends shall be paid on the shares of common stock. Such dividends shall be payable at the rate per share per annum, and no more, and pursuant to the other terms as shall have been fixed by the Board of Directors, and no dividends shall be paid on the shares of common stock unless the current dividends, and all the arrears of dividends, if any, on the outstanding shares of the preferred stock shall have been made for the payment thereof.

5. In case of the dissolution or liquidation of the Corporation, before any payment shall be made to the holders of the common stock, the holders of the preferred stock shall be entitled to be paid from the assets available thereof the liquidation price fixed by the Board of Directors, and all accrued and unpaid dividends thereon, but shall not be entitled to participate any further in the distribution of the assets of the corporation.

B. There is established hereby a series of Serial Preferred Stock that shall be designated Series A Junior Participating Preferred Stock (hereinafter sometimes called “this Series” or the “Series A Junior Participating Preferred Shares”) and that shall have the terms set forth in this Section B.
1. The number of shares of this Series shall be 300,000.

2. (a) The holders of record of Series A Junior Participating Preferred Shares shall be entitled to receive, when and as declared by the Directors in accordance with the terms hereof, out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share in an amount per share (rounded to the nearest cent) equal to the greater (i) $1.00 per share or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares or Common Stock, or a subdivision of the outstanding Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Dividends shall begin to accrue and be cumulative on outstanding Series A Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Junior Participating Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. No dividends shall be paid upon or declared and set apart for any Series A Junior Participating Preferred Shares of any dividend period unless at the same time a dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed therefore, shall be paid upon or declared and set apart for all Serial Preferred Stock of all series then outstanding and entitled to receive such dividend. The Board of Directors may fix a record date for the determination of holders of Series A Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 40 days prior to the date fixed for the payment thereof.
3. The Series A Junior Participating Preferred Shares are not redeemable.

4. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (hereinafter referred to as a “Liquidation”), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon Liquidation) to the Series A Junior Participating Preferred Shares, unless prior thereto, the holders of Series A Junior participating Preferred Shares shall have received at least an amount per share equal to one hundred times the then applicable Purchase Price as defined in the Rights Agreement between the Company and its rights agent, as the same may be from time to time amended in accordance with its terms, pursuant to which holders of rights are entitled to purchase a portion of Series A Junior Participating Shares, (the “Rights Agreement”) subject to adjustment from time to time as provided in the Rights Agreement, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, provided that the holders of shares of Series A Junior Participating Preferred Shares shall be entitled to receive at least an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock (the “Series A Junior Participating Preferred Shares Liquidation Preference”).

(b) In the event, however, that the net assets of the Company are not sufficient to pay in full the amount of the Series A Junior Participating Shares Liquidation Preference and the liquidation preferences of all other series of Serial Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Shares as to distribution of assets in Liquidation, all shares of this Series and of such other series of Serial Preferred Stock shall share ratably in the distribution of assets (or proceeds thereof) in Liquidation in proportion to the full amounts to which they are respectively entitled.

(c) In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event pursuant to the proviso set forth in paragraph (a) above, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(d) The merger or consolidation of the Company into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Company, shall not be deemed to be a Liquidation for the purpose of this Section (4).
5. The Series A Junior Participating Preferred Shares shall not be convertible into common Stock.

Fifth: No holders of any class of shares of the Corporation shall have any preemptive right to purchase or have offered to them for the purchase any shares or other securities of the Corporation.

Sixth: The Corporation may from time to time, pursuant to authorization by the Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

Seventh: The approval of holders of shares representing two-thirds of the voting power of the Corporation and, if a class vote is otherwise required by applicable law, approval of the holders of shares representing two-thirds of the voting power of any shares voting separately as a class, shall be required to effect any amendment to the Articles of Incorporation, a merger or consolidation if under Ohio law such merger or consolidation would have to be submitted to the shareholders of the Corporation for action, a sale or disposition of all or substantially all of the assets of the Corporation or a dissolution of the Corporation. Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any other purpose the vote, consent, waiver or release of the holders of the shares entitling them to exercise two thirds, or any other proportion, of the voting power of the Corporation or any class of classes of shares thereof, any such other action, unless otherwise expressly required by statute or by these Articles of Incorporation, may be taken by the vote, consent, waiver, or release of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes.

Eighth: The shareholders of the Corporation shall have no right to cumulatively vote in the election of Directors of the Corporation.

Ninth: Any and every statute of the State of Ohio hereafter enacted, whereby the rights, powers or privileges of corporations or of the shareholders or corporations organized under the laws of the State of Ohio are increased or diminished or in any way affected, or whereby effect is given to the action taken by any number, less than all, of the shareholders of any such corporation, shall apply to the Corporation and shall be binding not only upon the Corporation but upon every shareholder of the Corporation to the same extent as if such statute had been in force at the date of filing these Articles of Incorporation in the office of the Secretary of State of Ohio.


CODE OF REGULATIONS

ARTICLE I
SHAREHOLDERS’ MEETINGS

Section 1. Annual Meeting.

The annual meeting of shareholders for the election of Directors and the consideration of reports to be laid before such meeting shall be held at 10 o’clock a.m., or at such other hour as may be designated in the notice of said meeting, on the fourth Thursday in April in each year, if not a legal holiday, and if a legal holiday, then on the next day not a legal holiday, or at such other date as the Directors may from time to time determine. Upon due notice, there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. When the annual meeting is not held or Directors are not elected thereat, they may be elected at a special meeting called for that purpose.

Section 2. Special Meetings.

Special meetings of shareholders may be called by (i) the Chairman of the Board or the President or a Vice President, (ii) the Directors by action at a meeting, or by a majority of the Directors acting without a meeting, or (iii) the holder or holders of fifty percent (50%) of all shares outstanding and entitled to be voted at said meeting.

Upon request in writing delivered either in person or by registered mail to the President or Secretary by any person or persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given, to the shareholders entitled thereto, notice of a meeting to be held not less than seven nor more than 60 days after the receipt of such request, as such officer shall fix. If such notice is not given within 20 days after the delivery or mailing of such request, the person or persons calling the meeting may fix the time of the meeting and give, or cause to be given, notice in the manner hereinafter provided.

Section 3. Place of Meetings.

Any meeting of shareholders may be held either at the Principal office of the Corporation or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

Section 4. Notice of Meetings.

Not more than 60 days nor less than seven days before the date fixed for a meeting of shareholders, whether annual or special, written notice of the time, place and purposes of such meeting shall be given by or at the direction of the President, a Vice President, the Secretary or an Assistant Secretary. Such notice shall be given either by personal delivery or by mail to each shareholder of record entitled to notice of such meeting. If such notice is mailed, it shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 5. Shareholders Entitled to Notice and to Vote.

If a record date shall not be fixed pursuant to statutory authority, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

Section 6. Inspectors of Election; List of Shareholders.

Inspectors of election may be appointed to act at any meeting of shareholders in accordance with the Ohio General Corporation Law.

At any meeting of shareholders, an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and classes of shares held by each, shall be produced on the request of any shareholders.

Section 7. Quorum.

To constitute a quorum at any meeting of shareholders, there shall be present in person or by proxy shareholders of record entitled to exercise not less than a majority of the voting power of the Corporation in respect of any one of the purposes for which the meeting is called.

The holders of a majority of the voting power represented in person or by proxy at a meeting of shareholders, whether or not quorum be present, may adjourn the meeting from time to time.


Section 8. Voting.

In all cases, except as otherwise expressly required by statute, the Articles of Incorporation of the Corporation or these Regulations, a majority of the votes cast at a meeting of shareholders shall control. An abstention shall not represent a vote cast.

Section 9. Reports to Shareholders.

At the annual meeting, or the meeting held in lieu thereof, the officers of the Corporation shall lay before the shareholders a financial statement as required by the Ohio General Corporation Law.

Section 10. No Action Without a Meeting.

Any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders or otherwise, may not be taken without a meeting, prior notice and a vote, and stockholders may not act by written consent.

Section 11. Chairman of Meeting.

The chairman of any meeting of shareholders shall be the Chairman of the Board or, if the Directors have not elected a Chairman of the Board, the President of the Corporation. The Chairman of the Board or, if the Directors have not elected a Chairman of the Board or the Chairman of the Board is unavailable to do so, the President may appoint any other officer of the Corporation to act as chairman of any shareholders’ meeting. Notwithstanding the forgoing, the Directors may appoint any individual to act as chairman of any shareholders’ meeting.

ARTICLE II
DIRECTORS

Section 1. Election, Number and Term of Office.

(a) The Directors shall be elected at the annual meeting of the shareholders, or if not so elected, at a special meeting of shareholders called for that purpose, and each Director shall hold office until the date fixed by (c) of this Section, or until his earlier resignation, removal from office or death. At any meeting of shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election.

(b) The number of Directors, which shall not be less than three (unless all of the shares of the Corporation are owned of record by one or two shareholders, in which case the number of Directors may be less than three but not less than the number of shareholders) or more than twelve, may be fixed or changed at a meeting of the shareholders called for the purpose of electing Directors at which a quorum is represent, by the affirmative vote of the holders of majority of the shares represented at the meeting and entitled to vote on such proposal or by the Directors at a meeting of the Directors. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

(c) Each Director of the Corporation shall hold office until the next annual meeting of the shareholders and until his successor is elected, or until his earlier resignation, removal from office of death.

In the case of any increase in the number of Directors of the Corporation, the additional Director or Directors shall be elected by the Board of Directors.

(d) In the case of any vacancy in the Board of Directors through death resignation, disqualification or other cause, a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election of his successor, shall be elected by a majority of the Board of Directors then in office, though less than a quorum.

(e) A Director of the Corporation may be removed only for cause.

Section 2. Meetings.

Regular meetings of the Directors shall be held immediately after the annual meeting of shareholders and at such other times and places as may be fixed by the Directors, and such meetings may be held without further notice.

Special meetings of the Directors may be called by the Chairman of the Board or by the President or by a Vice President or by the Secretary of the Corporation, or by not less than one-third of the Directors. Notice of the time and place of a special meeting shall be served upon or telephoned to each Director at least 24 hours, or mailed, telegraphed or cabled to each Director at least 48 hours prior to the time of the meeting.

Section 3. Quorum and Voting.

A majority of the number of Directors then in office shall be necessary to constitute a quorum for the transaction of business, but if at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall attend. In all cases, except as otherwise expressly required by statute, the Articles of Incorporation of the Corporation or these Regulations, the act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Director.

Section 4. Action Without a Meeting.

Any action which may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 5. Committees.

The Directors may from time to time create a committee or committees of Directors and may delegate to such committee or committees any of the authority of the Directors, however conferred, other than that of filling vacancies among the Directors or in any committee of the Directors. No committee shall consist of less than three Directors. The Directors may appoint one or more Directors as alternate members of any such committee, who take the place of any absent member or members at any meeting of such committee.

In particular, the Directors may create and define the powers and duties of an Executive Committee. Except as above provided and except to the extent that its powers are limited by the Directors, the Executive Committee during the intervals between meetings of the Directors shall possess and may exercise, subject to the control and direction of the Directors, all the power of the Directors in the management and control of the business of the Corporation, regardless of whether such powers are specificity conferred by these Regulations. All actions taken by the Executive committee be reported to the Directors at their first meeting thereafter.

Unless otherwise ordered by the Directors, a majority of the members of any committee appointed by the Directors pursuant to this section shall constitute a quorum at any meeting thereof, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing or writings signed by all of its members. Any such committee shall prescribe its own rules for calling and holding meeting and its method of procedure, subject to any rules prescribed by the Directors, and shall keep a written record of all action taken by it.

ARTICLE III
OFFICERS

Section 1. Officers.

The Corporation may have a Chairman of the Board and shall have a President, a Secretary and a Treasurer (none of whom need to be directors). The Corporation may also have one or more Vice Presidents and such other officers as the Directors may deem necessary. All of the officers shall be elected by the Directors.


Section 2. Authority and Duties of Officers.

The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Directors, regardless of whether such authority and duties are customarily incident to such office.

 

ARTICLE IV
INDEMNIFICATION AND INSURANCE

Section 1. Indemnification.

The Corporation shall indemnity, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member of the Board of Directors or an officer of the Corporation, or is or was serving at the request of the corporation as a director, trustee or officer of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay, to the full extent then required by law, expenses, including attorney’s fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he is a member of the Board of Directors or officer of the Corporation and shall continue as to a person who has ceased to be a member of the Board of Directors, trustee or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. The indemnification provided for herein shall not be deemed to restrict the right of the Company to indemnity employees, agents and others to the extent not prohibited by applicable law.

Section 2. Insurance.

The Corporation may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any persons described in Section 1 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.


Section 3. Agreements.

The Corporation, upon approval by the Board of Directors, may enter into agreements with any persons whom the Corporation may indemnify under these Regulations or under law and undertake thereby to indemnify suit persons and to pay the expenses incurred by them in defending any action, suit or proceeding against them, whether or not the Corporation would have the power under these Regulations or law to indemnify any such person.

ARTICLE V
MISCELLANEOUS

Section 1. Transfer and Registration of Certificate.

The Directors shall have authority to make such rules and regulations as they deem expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof.

Section 2. Voting of Shares Held by the Corporation.

Unless otherwise ordered by the Directors, any officer of the Corporation, in person or by proxy or proxies appointed by him, shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares issued by other corporations, which the Corporation may own.

Section 3. Amendments.

Shareholders may adopt, amend and repeal the regulations at any annual or special meeting of the shareholders by an affirmative vote of two-thirds of the shares outstanding and entitled to vote thereon, provided that notice of intention to adopt, amend or repeal the regulations in whole or in part shall have been included in the notice of the meeting.

Section 4. Substituted Certificates.

Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make an affidavit or affirmation of that fact, shall give the Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity satisfactory to the Directors or to the Executive Committee or to the President or a Vice President and the Secretary or the Treasurer, and, if required by the Directors or the Executive Committee or such officers, shall advertise the same in such manner as may be required, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

GUIDELINES
(As amended by the Board of Directors January 25, 2008)

1. Selection of Chairman and Chief Executive Officer
The Board should be free to make these choices any way that seems best for the Company at a given point in time.

2. Executive Sessions
The Board will meet at regularly scheduled executive sessions at which only non-Management Directors attend. Opportunities for these sessions are available before or after each regularly scheduled Board meeting. The Chairman will preside at these executive sessions.
Formal deliberations or decisions concerning the business and affairs of the Company will occur only during regular or special meetings of the Board, and not at executive sessions.

3. Number of Committees
The current committee structure of the Company seems appropriate. There will, from time to time, be occasions in which the Board may want to form a new committee or disband a current committee depending upon circumstances. The current four committees are the Audit Committee, the Human Resources Committee, the Nominating/Corporate Governance Committee and the Executive Committee. Committee membership will meet the requirements of the New York Stock Exchange.

4. Assignment of Committee Members
The Nominating/Corporate Governance Committee is responsible, after consultation with the Chief Executive Officer and with consideration of the desires of individual Board members, for the assignment of Board members to various committees.

5. Selection of Agenda Items for Board Meetings
The Chairman of the Board will establish the Board agenda for each meeting of the Board of Directors.
Each Board member is expected to recommend the inclusion of items on the agenda.

6. Board Materials Distributed in Advance
The Board believes that information, documentation and data that are important to the Board’s understanding of the business should be distributed in writing to the Directors before the Board meets. Management will endeavor to provide on a timely basis material that is concise, informative and clear. Directors are expected to review this material.

7. Regular Attendance of Non-Directors at Board Meetings
The Board is comfortable with the regular attendance at each Board Meeting of non-Directors who are executive officers of the Company, which normally includes the Chief Financial Officer, the General Counsel, and the Controller, and with the regular attendance at each Board meeting of the non-Board member who is serving in the corporate office of Secretary (or, in the absence of the Secretary, Assistant Secretary) to the Board.
Should the Chief Executive Officer want to add additional people as attendees on a regular basis, it is expected that this suggestion would be made to the Chairman for concurrence.

8. Attendance of Directors at Committee Meetings
Attendance of Directors who are not members of Committees at meetings of the Committee is welcomed.

9. Board Access to Senior Management and Independent Advisors
While Directors shall have unrestricted and full and complete access to Management, it is assumed that Directors will use judgment to be sure that such contact is not distracting to the business operation of the Company.
Furthermore, the Board encourages the Chief Executive Officer, from time to time, to bring managers into Board meetings who can provide additional insights into the items being discussed because of personal involvement in these areas, and/or have future potential such that Management believes they should be given exposure to the Board.
Where deemed necessary or appropriate by them, the Board or its committees will retain independent advisors.

10. Board Compensation Review
The Nominating/Corporate Governance Committee shall report periodically to the Board on the status of compensation of the Company’s Directors in relation to other comparable U.S. companies.
Changes in Board compensation and benefits, if any, should come at the suggestion of the Nominating/Corporate Governance Committee, but with full discussion and concurrence by the Board.

11. Size of Board; Mix of Inside and Outside Directors
Subject to the Company’s Certificate of Incorporation and Code of Regulations, the Board will fix from time to time by resolution the number of Directors constituting the Board, guided by the recommendations of the Nominating/Corporate Governance Committee.
The Board believes that, as a matter of policy, there should be a significant majority of independent (as defined by the New York Stock Exchange) Directors on the Board. The Board is willing to have members of Management, in addition to the Chief Executive Officer, as Directors. However, the Board believes that Board membership is not necessary or a prerequisite to any higher Management position in the Company. The Nominating/Corporate Governance Committee (composed entirely of independent Directors) is responsible for reviewing and making recommendations to the Board on Board and other Corporate Governance matters.
The Board will review annually, prior to their standing for election to the Board and at such other times as the Board deems appropriate, whether directors meet the criteria for independence. In accordance with NYSE listing standards, the Board has adopted categorical standards to assist in making determinations of the independence of directors. The full text of those standards is set forth on Annex A to these Guidelines.

12. Board Membership Criteria
The Nominating/Corporate Governance Committee is responsible for reviewing with the Board on an annual basis the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment should include issues of diversity, age and skills (such as understanding of manufacturing technologies, financial background and skills, international background, etc.) all in the context of an assessment of the perceived needs of the Board at that point in time.

13. Board Self-Assessment
The Board shall annually conduct an assessment of its performance. Such assessment shall include an evaluation by the Chairman of the Board’s performance; namely, what is good and what needs improvement. In addition, each director shall self-evaluate his or her individual performance.

14. Selection of New Director Candidates
The Nominating/Corporate Governance Committee, with direct input from the Chief Executive Officer, is responsible for recommending to the Board selection of Directors. The Board, through its Nominating/Corporate Governance Committee, will consider candidates recommended by shareholders as well as nominees for directors recommended by other sources.

15. Directors Who Change Their Present Job Responsibility
Individual Directors who change the principal position they held when they were initially elected to the Board are expected to offer to resign from the Board as of the date of change in position. The Board does not believe that a director in this circumstance should necessarily be required to leave the Board. Rather, the Board believes the Nominating/Corporate Governance Committee should have the opportunity to assess each situation based on the individual circumstances and make a recommendation to the Board.

16. Retirement Age
The current retirement age for Board membership is 72 years except for members of Management who shall retire from the Board upon termination of employment. However, should the Nominating/Corporate Governance Committee and the full Board so determine, an exception may be made to extend the retirement age for a particular Director.
The Board believes the former Chief Executive Officer’s Board membership is a matter to be decided in each individual instance. It is assumed that when the Chief Executive Officer retires or resigns from that position, such individual should offer his or her resignation from the Board at the same time. Whether or not the individual shall continue to serve on the Board is a matter for discussion at that time with the Board.
A former Chief Executive Officer serving on the Board will be considered as an inside director for purposes of Corporate Governance.

17. Succession Planning
There should be an annual report by the Chief Executive Officer on succession planning including his or her recommendation of who should assume the Chief Executive Officer’s role in the event the Chief Executive Officer becomes unable to perform his or her duties.

18. Board Interaction with Institutional Investors, the Press, Customers and Other Third Parties
The Board believes that the Chairman, the Chief Executive Officer, and other appropriate members of Management speak for RTI, and that the Chairman speaks for the Board.

19. Strategic Planning
The Board shall hold an annual strategic planning session, with the timing and agenda to be determined by the Chairman and the Chief Executive Officer with concurrence of the Board. During this session, long-term initiatives and goals should be considered and discussed.

20. Review of Guidelines
The Board shall maintain written Corporate Governance guidelines which will be reviewed every year by the Nominating/Corporate Governance Committee with a report to the full Board of the Committee’s findings and recommendations. If necessary, the guidelines should be revised and updated by the full Board, based upon the recommendations of the Nominating/Corporate Governance Committee.

21. Limit on the Number of Board Memberships by Directors
The Board believes that each director should ideally serve on other boards, but not on so many as to take away valuable time and attention from his or her service to RTI, taking into account personal and professional commitments. This subject should be reviewed periodically by the Nominating/Corporate Governance Committee.

22. Nomination of Directors
The Nominating/Corporate Governance Committee shall annually review the skills and attributes of board members within the context of the current make-up of the full Board. Board members should have individual backgrounds that, when combined, provide a portfolio of experience and knowledge that well serve RTI’s governance and strategic needs. Board candidates will be considered on the basis of a range of criteria including broad-based business knowledge and contacts, diverse talents, backgrounds, and perspectives, prominence and sound reputation in their fields, as well as global business perspective and commitment to corporate citizenship. Directors should be able and prepared to provide wise and thoughtful counsel to top management on the full range of potential issues facing RTI. They should represent all shareholders and not any special interest group or constituency. Directors shall possess the highest personal and professional integrity and commitment to ethical and moral values. Directors must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon. Invitations to director nominees will be made by the Chairman of the Nominating/Corporate Governance Committee after nomination by the full Board and discussion with the Chairman of the Board and RTI’s President and Chief Executive Officer.


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Annex A
 Categorical Standards Concerning Director Independence


The following standards have been adopted by the Board to assist in its determination of the independence of a director. A director who meets all of the following standards may be presumed to have no material relationship with the Company and to be "independent":

1. During the past three years, the director has not been an employee of the Company, nor has an immediate family member of the director been an executive officer of the Company.

2. The director has not received, nor has an immediate family member of the director received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

3. (A) Neither the director, nor an immediate family member of the director, is a current partner of an accounting firm that is the Company's internal or external auditor; (B) the director is not a current employee of such accounting firm; (C) the director does not have an immediate family member who is a current employee of such accounting firm participating in the firm's audit, assurance or tax compliance (but not tax planning) practice; and (D) neither the director, nor an immediate family member of the director, was within the last three years a partner or employee of such accounting firm and personally worked on the Company's audit within that time.

4. During the past three years, neither the director, nor an immediate family member of the director, has been employed as an executive officer of another company where an executive officer of the Company now serves on such other company's compensation committee.

5. During the past three years, the director has not been an employee or executive officer of, nor has an immediate family member of the director been an executive officer of, a company that has made payments to, or received payments from (whether as a customer, supplier, consultant, investment bank, law firm or otherwise), the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenue.

The basis for any determination that a relationship is not material which does not meet the standards set forth above shall be explained in the Company's annual proxy statement. However, no director shall be determined to be an Independent Director who has one of the relationships described in clauses (1) through (5) above. In applying the test in clause (5) above, both the payments and the consolidated gross revenues to be measured shall be those reported in the last completed fiscal year.