FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

     RTI International Metal, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.

INDEMNIFICATION AGREEMENT
BETWEEN
RTI INTERNATIONAL METALS, INC.
AND

     THIS AGREEMENT is made this ___day of                                          , 20 ___ by and between RTI International Metals, Inc., an Ohio corporation (the “Corporation”), and                                                              , an individual and a director and/or officer of the Corporation (the “Indemnitee”).

RECITALS

     WHEREAS, Indemnitee is either a member of the Board of Directors or an officer of the Corporation, or both, and in such capacity is performing a valuable service for the Corporation;

     WHEREAS, the Corporation has adopted a Code of Regulations (the “Code”) wherein Article IV Section 1 provides for the indemnification of the Board of Directors and officers of the Corporation to the full extent permitted by law;

     WHEREAS, the Ohio General Corporation Law, as amended to date (the “Ohio Statute”) specifically provides in Section 1701.13(E)(6) that it is not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and its directors and officers with respect to indemnification of such persons;

     WHEREAS, developments with respect to the application, amendment and enforcement of statutory and other indemnification provisions generally have raised questions concerning the adequacy and reliability of the protection afforded to directors and officers thereby; and

     WHEREAS, in order to resolve such questions and thereby induce Indemnitee to continue to serve as a member of the Board of Directors of the Corporation or an officer, or both, the Corporation has determined and agreed to enter into this contract with Indemnitee;

AGREEMENT

     NOW, THEREFORE, in consideration of Indemnitee’s continued service with the Corporation after the date hereof the parties agree as follows:

     1. D&O INSURANCE. The Corporation represents that it has directors and officers liability insurance (“D&O Insurance”).

     2. INDEMNITY. Subject only to the exclusions set forth in Section 3 hereof, the Corporation hereby further agrees to hold harmless and indemnify Indemnitee against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee (and any federal, state, local or foreign taxes imposed as

a result of the actual or deemed receipt of any payments under this Agreement) in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, limited liability Corporation, partnership, joint venture, trust or other enterprise to the fullest extent authorized and permitted by the provisions of the Ohio Statute, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.

     3. LIMITATIONS ON INDEMNITY. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

     (a) except to the extent the aggregate of losses to be indemnified hereunder exceed the amount of such losses for which the Indemnitee is indemnified either pursuant to Section 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation;

     (b) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

     (c) on account of any suit in which judgment is rendered against an Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;

     (d) on account of Indemnitee’s act or omission being finally adjudged to have involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; or

     (e) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

     4. ADVANCEMENT OF EXPENSES.

     (a) As and to the extent provided in Section 1701.13 (E)(5)(a) of the Ohio Statute, the Corporation shall pay any expenses, including attorney’s fees, incurred by Indemnitee in defending any action, suit, or proceeding, as they are incurred, in advance of the final disposition of the action, suit or proceeding provided that Indemnitee agrees to repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the Corporation, and the Indemnitee agrees to reasonably cooperate with the Corporation concerning such action, suit or proceeding.

     (b) As and to the extent provided in Section 1701.13 (E)(5)(b) of the Ohio Statute, the Corporation shall pay any expenses, including attorney’s fees, incurred by Indemnitee in defending any action, suit or proceeding as they are incurred, in advance of the final disposition of the action, suit, or proceeding based, in part, on the undertaking of Indemnitee set forth in Section 7 hereof, provided that such advancement by the Corporation is authorized by the Board of Directors of the Corporation in the specific case.

     5. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, limited liability Corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so l