1.1 It is the policy of RTI International Metals, Inc. to comply with all federal and state laws concerning the purchase or sale of securities while possessing material nonpublic information. No director, officer or employee who has material nonpublic information relating to RTI, may buy or sell securities of RTI, directly or indirectly, or engage in any other action to take personal advantage of that information, or to pass it on to others. This Policy also applies to information relating to any other company, including customers or suppliers, obtained in the course of employment.

1.2 Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided to preserve RTI's reputation for adhering to the highest standards of conduct.

2.1 RTI, as well as a director, officer or other RTI manager, is subject to liability under the Federal securities laws if RTI or such person knew or recklessly disregarded the fact that a person directly or indirectly under RTI or such person's control was likely to engage in insider trading and failed to take appropriate steps to prevent such an act before it occurred. The penalties for such inaction can be significant.

2.2 If material nonpublic information is inadvertently disclosed, no matter what the circumstances, by any RTI director, officer or employee, the person making or discovering that disclosure should immediately report the facts to the Vice President & General Counsel.

3.1 "Material" information is any information that a reasonable investor would likely consider important in a decision to put, hold or sell stock. In short, any information which could reasonably affect the price of the stock.

3.2 "Nonpublic" information is any information which has not been disclosed generally to the marketplace. Information about RTI that is not yet in general circulation should be considered nonpublic. Similarly, information received about another company in circumstances indicating that it is not yet in general circulation should be considered nonpublic.

3.2.1 All information that an employee learns about RTI or its business plans in connection with their employment is potentially "insider" information until publicly disclosed or made available by RTI. Employees should treat all such information as confidential and proprietary to RTI. Employees may not disclose it to others, such as family, relatives, business or social acquaintances, who do not need to know it for legitimate business reasons. If this nonpublic information is also "material", employees are required by law and RTI's Policy to refrain from trading and from passing the information on to others who may trade.

3.3 Common examples of information that will frequently be regarded as material, assuming the same has not been publicly disclosed by RTI, are projections of future earnings or losses, or financial liquidity problems; major marketing changes; news of a pending or proposed joint venture, merger, acquisition or tender offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; changes in management; major personnel changes; significant new products or discoveries; significant litigation or government investigations; or the gain or loss of a substantial customer or supplier.

4.1 Whether the information is proprietary information about RTI or information that could have an impact on the price of RTI's securities, employees must not pass the information on to others, including family members and others living in their household or friends and casual acquaintances. Employees are expected to be responsible for the compliance of their immediate family and others living in the households. The above penalties apply whether or not the employee derives any benefit from another's actions.

5.1 It would be improper for an employee to enter a trade immediately after RTI has made public announcement of material information, including earnings releases. Because RTI's stockholders and the investing public should be afforded the time to receive the information and act upon it, as a general rule, employees should not engage in any transactions until at least one full business day after material information has been released.

6.1 Trading During Window Periods:
Investment by RTI employees in RTI securities is encouraged. The most appropriate period to buy or sell RTI securities is the period beginning on the third business day and ending on the twelfth business day following the release of quarterly or annual financial results (so-called "window periods"). The SEC has identified this period as the time when there should be the least amount of inside information about RTI that is unavailable to the investing public. It is permissible to trade at other times. However, you may not buy or sell RTI securities even during window periods if you are in possession of material nonpublic information.

6.2 Assistance:
Any person who has any questions about specific transactions may obtain additional guidance from the Vice President & General Counsel. Remember, however, the ultimate responsibility for adhering to the Policy Statement and avoiding improper transactions rests with the employee. It is imperative that employees use their best judgment.

6.3 Pre-Clearance of Trades by Directors, Officers and Certain Other Personnel:
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where an officer engages in a trade while unaware of a pending major development), the procedure set forth below must be followed by the directors, officers, all persons reporting directly to the officers, and by other employees who may have access to material nonpublic information.

6.3.1 All transactions in securities of RTI (acquisitions, dispositions, transfers, etc.) by any member of the above -mentioned groups must be pre-cleared by the Vice President & General Counsel. If an employee contemplates a transaction, he or she should contact the Vice President & General Counsel in advance. This requirement does not apply to stock option exercises or other periodic or regular Savings Plan or Deferred Compensation Plan purchases. However, it would cover market sales of option stock and transfers into or out of RTI's stock under the Savings Plan or analogous transactions in the phantom stock RTI fund of the Deferred Compensation Plan.

6.3.2 If an employee believes that he or she may be in possession of material nonpublic information, he or she should not disclose that information without first discussing the same with the Vice President & General Counsel.