April 3, 2006

Dear RTI Shareholder:

You are cordially invited to attend our 2006 Annual Meeting of Shareholders on April 28, 2006, at the Ritz-Carlton, Montréal, Québec.

The meeting will begin promptly at 1:00 p.m. with a report on Company operations. We will then elect directors and ratify the appointment of independent accountants.

You have a choice of voting your proxy via the Internet, by telephone or by completing and returning the enclosed proxy card. Whether or not you plan to attend, it is important that you vote your shares and we encourage you to do so as soon as possible.

We look forward to seeing as many of you as possible at the 2006 Annual Meeting.

Sincerely,

Robert M. Hernandez

Chairman of the Board

Timothy G. Rupert

President & Chief Executive Officer

Table of Contents

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

RTI INTERNATIONAL METALS, INC.

PROXY STATEMENT

General Information

Shareholders of RTI as of the close of business on the record date, March 1, 2006, are entitled to vote at the Annual Meeting.

You may vote on:

The Board recommends that you vote:

FOR each of the nominees presented in this proxy statement; and

FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our
independent registered public accounting firm for 2006.

This proxy statement is being furnished to shareholders in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. RTI intends to first mail this proxy statement to shareholders on or about April 3, 2006.

You may vote in any one of the following three ways:

You have the right to revoke your proxy at any time before the meeting by sending a written notice of revocation or a later-dated proxy card to RTI’s Secretary, by voting subsequently through the Internet or by telephone or by voting in person at the meeting.

THE BOARD OF DIRECTORS

The business and affairs of RTI are under the general direction of the Board of Directors. The Board presently consists of ten members, eight of whom are neither officers nor employees of RTI or its subsidiaries. The Board of Directors has determined that Craig R. Andersson, Daniel I. Booker, Donald P. Fusilli, Jr., Ronald L. Gallatin, Charles C. Gedeon, Robert M. Hernandez, Edith E. Holiday and James A. Williams all meet the New York Stock Exchange rules and listing standards relating to independence generally and for all committees on which they serve. None of the independent directors has a relationship with the Company that is material.

The Board met seven times during 2005. All of the directors attended more than 75% of the total number of meetings of the Board and of the committees on which they serve, except for Mr. Fusilli, who underwent major surgery in January of 2005 and who then took an extended medical leave of absence from his duties until April of 2005. The Chairman of the Board chairs the regularly-scheduled executive sessions of the non-management directors. In the Chairman’s absence, the chairperson of the Nominating/ Corporate Governance Committee chairs the meeting.

It is the policy of the Nominating/ Corporate Governance Committee to consider recommendations by shareholders, directors, officers, employees, and others for nominees for election as director. Recommendations, together with the nominee’s qualifications and consent to be considered as a nominee, should be sent to the Secretary of RTI for presentation to the Committee. Board Membership criteria considered by the Committee is discussed below under the caption “Nominating/ Corporate Governance Committee” and is set forth in the Company’s Corporate Governance Guidelines, available free of charge on the RTI Website, www.rtiintl.com, or by sending a written request to the corporate Secretary at the address set forth under the caption “Other Information” on the last page of this proxy statement.

There are four principal committees of the Board of Directors. Committee membership, the functions of the committees and the number of meetings held during 2005 are described below.

Executive Committee

The members of the Executive Committee are Robert M. Hernandez (Chairman), Craig R. Andersson, Charles C. Gedeon, John H. Odle and Timothy G. Rupert.

The Executive Committee assists the Board in the discharge of its responsibilities and may act on behalf of the Board when emergencies or scheduling make it difficult to convene the Board. All actions taken by the Committee must be reported at the Board’s next meeting. During 2005, the Executive Committee held one meeting.

Audit Committee

The members of the Audit Committee are Robert M. Hernandez (Chairman), Craig R. Andersson, Donald P. Fusilli, Ronald L. Gallatin, Charles C. Gedeon and James A. Williams. All of the members of this Committee meet the New York Stock Exchange’s rules and listing standards for audit committee independence. The Board has determined that Messrs. Hernandez, Fusilli, Gallatin and Williams are each qualified as an audit committee financial expert within the meaning of Securities and Exchange Commission regulations and that each of the members of the Audit Committee has accounting or financial management expertise within the meaning of the listing standards of the New York Stock Exchange.

The Audit Committee assists the Board in overseeing RTI’s financial reporting process and systems of internal accounting control, RTI’s compliance with legal and regulatory requirements and qualifications, independence and performance of RTI’s internal auditors and independent registered public accounting firm. The Committee has direct responsibility for the appointment, compensation, retention and oversight of RTI’s independent registered public accounting firm. The Committee has adopted, and the Board has approved, the Committee charter, available free of charge on the RTI

The Audit Committee held eleven meetings in 2005.

Human Resources Committee

This Committee serves as a compensation committee by discharging the Board’s duties concerning executive compensation and prepares the report on such compensation required by the Securities and Exchange Commission.

The members of the Human Resources Committee are Craig R. Andersson, Daniel I. Booker (Chairman), Donald P. Fusilli, Ronald L. Gallatin, Charles C. Gedeon, Edith E. Holiday and James A. Williams. All of the members of this Committee meet the NYSE’s rules and listing standards for independence for purposes of this Committee.

The Human Resources Committee is responsible for review and approval of RTI’s compensation philosophy; executive compensation programs, plans and awards; and policies, principles and procedures for selection and performance review of the CEO and other top management; and for establishing the CEO and other top management’s compensations levels based on the Committee’s evaluation of their performance. The Committee also administers RTI’s long term incentive plans and stock or stock-based plans. The Committee has adopted, and the Board has approved, a Committee charter which is available free of charge on the RTI Website, www.rtiintl.com, or by sending a written request to the corporate Secretary at the address set forth under the caption “Other Information” on the last page of this proxy statement.

The Human Resources Committee held 4 meetings in 2005.

Nominating/Corporate Governance Committee

The members of the Nominating/Corporate Governance Committee are Daniel I. Booker (Chairman), Robert M. Hernandez and Edith E. Holiday. All of the members of this committee meet the New York Stock Exchange’s rules and listing standards for independence for purposes of this committee.

The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors; recommending to the Board candidates for election to the Board at the Annual Meeting of Shareholders or by the Board to fill vacancies occurring on the Board; and also considering RTI’s director compensation from time to time. The Committee considers director candidates submitted by directors, officers, employees, shareholders and other constituencies. The Committee is also responsible for developing and recommending to the Board corporate governance principles applicable to RTI as well as their periodic review. The Committee has adopted, and the Board has approved, a Committee Charter that is available free of charge on the RTI Website, www.rtiintl.com, or by sending a written request to the corporate Secretary at the address set forth under the caption “Other Information” on the last page of this proxy statement.

The Nominating/Corporate Governance Committee annually reviews 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 may be suggested by members of the Committee as well as other directors, management, shareholders, and others, and will be considered on the basis of a range of criteria including broad-based business knowledge and contacts, prominence, diversity of talents and background and sound reputation in their fields as well as a global business perspective and commitment to corporate citizenship. Additional information concerning director candidates is contained in RTI’s Corporate Governance Guidelines, available free of charge on the RTI Website at www.rtiintl.com or by sending a written request to the corporate

The Nominating/Corporate Governance Committee held 3 meetings in 2005.

Compensation of Directors

RTI employees receive no extra pay for serving as a director. From January of 2005 through July 31, 2005, non-employee directors (except for the Chairman) received an annual retainer for their service on the Board of $60,000 and Mr. Hernandez received an annual retainer of $110,000 as non-employee Chairman of the Board. Effective August 1, 2005, the annual retainer for non-employee directors was changed to $80,000 and for the Chairman to $145,000. During 2005, the total retainer received by the non-employee directors was $68,400, and by the Chairman was $124,700. One-half of these retainers are paid in cash and one-half through awards of restricted stock under the 2004 Stock Plan. During 2005, the additional increase for the directors was paid all in cash. In addition, from January 2005 through July 31, 2005, the Audit Committee Chairperson received an annual cash retainer of $10,000 and other committee chairpersons receive an annual cash retainer of $5,000. Effective August 1, 2005, the Audit Committee Chairperson retainer was changed to $20,000 and other committee chairpersons changed to $7,500. During 2005, the Audit Committee Chairperson received a total chair retainer fee of $14,200, and the other committee Chairpersons received total chair retainer fees of $6,050. No fees are paid for Board or committee meetings attended except that if, in the opinion of the Chairman of the Board, circumstances require that an extra-ordinary number of Board meetings be held, non-employee directors will receive a meeting fee of $1,000 for each meeting attended thereafter. During 2005, additional fees were paid to directors for attendance at four meetings, in the total amount of $4,000.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

RTI’s directors are elected for one year terms. Non-employee directors may not stand for election after age 72. Employee directors leave the Board when they retire from RTI. The Board may determine to extend the retirement age for a particular director.

The Board has nominated the ten current directors for election. Each nominee for election has previously been elected by the shareholders, except for James Williams, who was appointed to the Board effective June of 2005. Of the ten individuals who are nominees for election, two are current RTI officers and the remaining eight are high-level executives with professional experience. If any nominee is unable to serve, your proxy may be voted for another person designated by the Board.

The ten director candidates receiving the most votes will be elected to the Board.

NOMINEES FOR DIRECTOR

Aristech Chemical Corporation

(chemical producer)

Mr. Andersson retired as a director and Vice-Chairman of Aristech Chemical Corporation on April 30, 1995. Previously, he was President and Chief Operating Officer, a position he had held since December, 1986. He is a past director of Albermarle Corporation and Duquesne University. He is a member of the American Institute of Chemical Engineers and Alpha Chi Sigma (a professional chemical society) and has served on the boards and executive committees of The Society of the Chemical Industry, the Chemical Manufacturers Association, the Pennsylvania Business Roundtable and the Greater Pittsburgh Chamber of Commerce. He has a BS degree in chemical engineering from the University of Minnesota and did graduate work in the same discipline at the University of Delaware.

Reed Smith LLP

(law firm)

Mr. Booker is a partner of the law firm of Reed Smith LLP. From 1992 until December 31, 2000 he was Managing Partner, or chief executive, of Reed Smith and he continues to serve on its Executive Committee. He received an undergraduate degree from the University of Pittsburgh and a law degree from the University of Chicago. He is a member of the District of Columbia, Pennsylvania and U.S. Supreme Court bars. Mr. Booker is a director of Océ USA Holding, Inc.; a director of the Allegheny Conference on Community Development; and a director of other community and professional organizations.

Michael Baker Corporation

(engineering and energy services)

Mr. Fusilli was elected President and Chief Executive Officer of Michael Baker on April 25, 2001. He joined the company in 1973 and spent 6 years in the engineering department before obtaining his law degree in 1979. He became General Counsel in 1984, Executive Vice President — Administration of the Energy Group in 1994 and Executive Vice President and General Manager of the Group in 1995. He was elected President and Chief Operating Officer in March 2000. He is a Civil Engineering graduate of Villanova University and holds a JD from Duquesne University School of Law. He also attended the Advanced Management Program at the Harvard University Business School. He is a Director of Robert Morris University.

Lehman Brothers Inc.

(investment banking firm)

Mr. Gallatin served as a Managing Director of Lehman Brothers Inc., where he was a member of the Firm’s Operating Committee and its Director of Corporate Strategy and Product Development until his retirement on December 31, 1995. During his 24 years with Lehman, Mr. Gallatin had various senior roles in both its investment banking and capital markets divisions and was responsible for a series of financial innovations, most notably Zero Coupon Treasury Receipts, Money Market Preferred Stock and Targeted Stock. A graduate of New York University, and both Brooklyn and New York University Law Schools, Mr. Gallatin has BS, JD and LLM (Taxation) degrees and is a Certified Public Accountant.

Mr. Gedeon joined United States Steel Corporation in 1986 as Vice President — Raw Materials and President of U.S. Steel Mining Co., Inc. He was promoted to Senior Vice President — Related Resources in 1988 and advanced to the position of President, U.S. Diversified Group in 1990. He became Executive Vice President — Raw Materials and Transportation of U.S. Steel in 2003. He retired from this position on June 30, 2003. From 1983 until he joined U.S. Steel, Mr. Gedeon had been Vice President — Operations of National Steel Corporation. Mr. Gedeon is a member of the American Iron and Steel Institute.

On December 31, 2001, Mr. Hernandez retired as Vice Chairman and Chief Financial Officer and director of USX Corporation. He was elected to this position on December 1, 1994. Mr. Hernandez had been elected Executive Vice President — Accounting & Finance and Chief Financial Officer and director of USX on November 1, 1991. He was Senior Vice President — Finance & Treasurer of USX from October 1, 1990, to October 31, 1991. Mr. Hernandez was President — U.S. Diversified Group of USX from June 1, 1989, to September 30, 1990, and in such role had responsibilities for USX’s businesses not related to energy and steel. From January 1, 1987, until May 31, 1989, he was Senior Vice President and Comptroller of USX. Mr. Hernandez has his undergraduate degree from the University of Pittsburgh and his MBA from the Wharton Graduate School of the University of Pennsylvania. He is a trustee and Vice Chairman of BlackRock Funds, lead director of ACE Limited and a director of Eastman Chemical Company.

Ms. Holiday was elected a director on July 29, 1999. She served as Assistant to the President and Secretary of the Cabinet in the White House from 1990 to 1993. Prior to that she held several senior positions in the United States Treasury Department including General Counsel. She is a director of Amerada Hess Corporation; White Mountains Insurance Group, Ltd.; Canadian National Railway Company and H.J. Heinz Company. She is also a director or trustee of a number of investment companies in the Franklin Templeton Group of Funds. She is operating trustee of TWE Holdings I and II Trusts. She has BS and JD degrees from the University of Florida.

Mr. Odle was elected a director on July 26, 1996 and has been Executive Vice President since June 1996. He was Senior Vice President — Commercial from 1989 to 1996 and served as Vice-President — Commercial from 1981 until 1989. Prior to that, Mr. Odle served as General Manager — Sales. He has 28 years of service with RTI and its predecessor. He is a member of the American Society for Metals and the International Titanium Association. He is a graduate of Miami University of Ohio. He serves on the Advisory Board of The Kent State University.

Executive Officer of RTI

Mr. Rupert was elected a director on July 26, 1996 and President & Chief Executive Officer on July 30, 1999. He had been Executive Vice President & Chief Financial Officer since June 1996. He was Senior Vice President & Chief Financial Officer from 1994 to 1996 and had served as Vice President & Chief Financial Officer since September 1991 when he joined RTI’s predecessor. He has a BS degree from Indiana University of Pennsylvania. He is a director of Calgon Carbon Corporation, a director of Columbus Insurance Ltd., a director and Chairman of the Finance Committee of the Foundation for Indiana University of Pennsylvania, and a director and Vice Chairman of the Youngstown/Warren Regional Chamber of Commerce.

Ernst & Young

(accounting firm)

Mr. Williams retired as a Partner at Ernst & Young on September 30, 2003. He had over 37 years experience working with large multi-location clients and served in numerous leaderships roles, including Pittsburgh Office Managing Partner, Area Managing Partner, and Partner in Charge-Audit. He is a certified public accountant and has a BS degree from Miami University.

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP has served as the independent registered public accounting firm for RTI and its predecessors for a number of years. For 2005, PricewaterhouseCoopers LLP rendered professional services in connection with the audit of the financial statements of RTI and its subsidiaries, including review of quarterly reports and review of filings with the Securities and Exchange Commission and provided tax consulting services. It is knowledgeable about RTI’s operations and accounting practices and is well qualified to act as the independent registered public accounting firm and the Audit Committee has selected PricewaterhouseCoopers LLP as such for 2006.

Audit Fees

The aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the audit of RTI’s annual financial statements and review of financial statements in RTI’s Quarterly Reports on Form 10-Q in 2004 and 2005 were $3,082,749 and $3,350,087, respectively.

Audit-Related Fees

The aggregate fees billed for assurance and related services rendered by PricewaterhouseCoopers LLP that were related to the services described above in 2004 and 2005 were $91,500 and $13,000, respectively. The services comprising these fees in 2004 were in the nature of benefit plan audits no longer performed by PricewaterhouseCoopers LLP.

Tax Fees

The aggregate fees billed for services rendered by PricewaterhouseCoopers LLP for tax services in 2004 and 2005 were $112,680 and $96,430, respectively. The services comprising these fees include federal and state tax return compliance, assistance related to the Company’s examination by the IRS for the years 1998 through 2001 and various federal, state and international tax consulting projects.

All Other Fees

Other than fees disclosed above, the aggregate fees billed for services rendered by PricewaterhouseCoopers LLP to RTI and its subsidiaries in 2004 was $105,965. There were no other fees billed in 2005. In 2004, the services comprising these fees was in the nature of tax consulting.

The Audit Committee on an annual basis preapproves the Audit Plan for the year along with the estimated fees for the plan. At each regularly scheduled, quarterly meeting, the Audit Plan and fees incurred to date are reviewed, and any fees above the estimate are reviewed and approved at the meeting. In addition, the Chairman of the Audit Committee has been delegated authority by the full Committee to preapprove additional audit and non-audit fees between meetings, subject to review by the full Committee at the next regularly scheduled meeting.

Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Vote Required

Ratification of the appointment of the independent registered public accounting firm requires the favorable vote of a majority of the votes cast. Each share of RTI’s Common Stock is entitled to one vote per share and only votes for or against the proposal count. Abstentions and broker non-votes do not count for voting purposes. Broker non-votes occur when a broker returns a proxy but does not have authority from the beneficial owner to vote on a particular proposal.

PRICEWATERHOUSECOOPERS LLP AS

RTI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.

Audit Committee Report

The committee met with management, PricewaterhouseCoopers LLP, and the Director of Internal Audit frequently throughout the year to review and consider the adequacy of RTI’s internal control over financial reporting and the objectivity of its financial reporting, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002. We also discussed with RTI’s management and PricewaterhouseCoopers LLP the process used for certifications by RTI’s chief executive officer and principal financial officer that are required for certain of RTI’s filings with the Securities and Exchange Commission. We have reviewed and discussed RTI’s 2005 audited financial statements with management and with PricewaterhouseCoopers LLP. The committee also discussed with the independent accountants the matters required to be communicated by Statement on Auditing Standards (SAS) No. 61 as amended by SAS No. 90 (Communications With Audit Committees).

In addition, the committee received from the independent accountants the written disclosures required by Independence Standards Board Standard No. 1 and discussed with them their independence from RTI and its management. We have considered whether the provision by PricewaterhouseCoopers LLP of the professional services described above was compatible with the maintenance by PricewaterhouseCoopers LLP of its independent status and have determined that it was.

Based on these reviews and discussions, we recommended to RTI’s Board of Directors, and the Board has approved, that the Audited Financial Statements be included in RTI’s Annual Report on Form 10-K for the year ended December 31, 2005 for filing with the Securities and Exchange Commission.

The following table sets forth each person or entity known to RTI that may be deemed to have beneficial ownership of more than five percent of the outstanding Common Stock of RTI based on information publicly available as of February 28, 2006.

         

 

The following table reflects the number of shares of Common Stock of RTI beneficially owned, as of February 28, 2006, by each director and nominee, by each executive officer named in the Summary Compensation Table (with the exception of Mr. Jacobs) and by all directors and executive officers as a group:

Executive Compensation

The following table shows the annual and long term compensation paid by RTI and its subsidiaries or otherwise accrued to the chief executive officer and the other five most highly compensated executive officers of RTI for services rendered in all capacities in 2005, 2004 and 2003.

SUMMARY COMPENSATION TABLE

STOCK OPTION GRANTS IN 2005

AGGREGATED STOCK OPTION EXERCISES IN 2005

AND DECEMBER 31, 2005 STOCK OPTION VALUES

Human Resources Committee Report on Executive Compensation

Overview

This Committee administers RTI’s stock-based compensation plans and is also responsible for all other executive compensation matters. RTI had adopted a comprehensive statement entitled “Pay Philosophy and Guiding Principles Governing Officer Compensation” (the “Pay Statement”) which is applicable to RTI’s President and CEO, Executive Vice President, Senior Vice President and each Vice President. Principal components of the Pay Statement are as follows:

The philosophy set forth in the Pay Statement is to have RTI’s officer compensation programs:

The Pay statement provides that RTI’s officers compensation should range at about the average or median of the remuneration paid by the Company’s comparator group when aspects of performance are at target levels.

Salary

Executive salary is to be paid to reward performance and accomplishment in recognition of consistent excellent performance over a number of years. Individual salary increase levels will reflect a variety of factors including relevant experience, time in position and individual performance as measured in an annual performance review.

Bonuses

The major role of annual incentive, or bonus payments is to motivate officers through the recognition of attainment of specific key objectives and/or other strategic milestones or operational goals. Bonuses are to be paid pursuant to the following guidelines and maintained near the median for that for similar positions at appropriate comparator companies:

No bonus will be paid to an officer whose performance is judged to be unacceptable regardless of the level of corporate performance. Likewise, the Board may pay bonuses to recognize exceptional individual performance regardless of the level of corporate performance.

Long-term incentive awards are designed specifically to reward increases in shareholder wealth as measured by the price of the Company’s common stock as well as improvement in earnings per share. Long-term incentive grants will be made pursuant to the Company’s 2004 Stock Plan and may be made in a combination of stock (which may be restricted shares, performance shares, phantom stock or non-restricted shares) and stock options. The total projected value of long-term incentive grants are to be divided roughly between stock and options and in the ranges as follows:

Comparative Data

The Pay Statement recognizes that there is a dearth of U.S. companies that compete directly with RTI and because managerial talent can be found in organizations other than competing companies, the compensation data selected for use in company and/ or individual position comparisons should include information on a broad group of U.S. industrial companies similar to RTI in terms of sales volume, or as appropriate, assets, total capital, market value or number of employees. When appropriate and available, data specific to the metals industry or a specific position should be used.

Compensation of the President and Chief Executive Officer

The Human Resources Committee meets each year to evaluate the performance of Mr. Rupert the results of which are used to determine his compensation. On January 28, 2005, the Committee set Mr. Rupert’s salary for 2005. This year the Committee met on January 27, 2006 to review Mr. Rupert’s 2005 performance, award him his bonus and long-term awards pursuant to the Pay Statement, and set his 2006 salary.

The terrorist attacks on September 11, 2002, severely impacted the aerospace markets served by the titanium industry and this impact continued up until the beginning of 2004. From approximately the middle of 2004 onward, the aerospace industry saw a significant turnaround in its business, which in turn positively impacted the markets served by the titanium industry. During 2004 and throughout 2005, the management team at RTI concentrated its efforts on strengthening its relationships with the commercial and defense aerospace industries, while simultaneously working to realize the operational benefits obtained it its recently negotiated labor agreement with the United Steelworkers of America for the Niles manufacturing facility. During this same time period, Mr. Rupert and his management team focused on assimilating its new Canadian acquisition — Claro Precision, Inc., into RTI and also working to bring the company into compliance with the on-going requirements of the Sarbanes-Oxley Act of 2002.

After review of Mr. Rupert’s performance in 2004 against his objectives, RTI operating and financial performance, cash flow, return on assets and shareholder return, in January 2005, the Committee set Mr. Rupert’s 2005 annual salary at $450,000. Mr. Rupert’s percentage increase in his annual salary from 2004 to 2005 was approximately 3.4%.

In January 2006 the Committee reviewed Mr. Rupert’s 2005 performance. The Committee concluded that Mr. Rupert did an outstanding job of leading the Company through the upturn in the markets, reflected in substantial increases in sales and production, while generating a net income of

Considering the above, the Committee awarded Mr. Rupert a bonus of $425,000. This bonus is 94% of annual salary and would have been at or close to the maximum of 120% permitted by the Pay Philosophy were it not for the material weaknesses in internal controls mentioned above.

Mr. Rupert’s long term incentives were in the form of restricted stock and stock options. Both awards, in terms of number of shares, were lower than last year by approximately one-third, but that is because the price of RTI stock has appreciated considerably. The Committee believed, taking into consideration all of the above factors as well as his other employment and retirement benefits disclosed elsewhere in this proxy statement, that the value of Mr. Rupert’s overall compensation should exceed target as measured by the Pay Philosophy and developed his long term awards with that objective in mind, but staying within other parameters set by the Pay Philosophy.

Stock Performance Graph

Set forth below is a line graph comparing the five year cumulative total return to shareholders on RTI’s Common Stock with the cumulative total return of the S&P 500 Stock Index and two industry peer groups. The “Old Peer Group” presented below consists solely of Titanium Metals Corporation.

RTI’s business is comprised of two operating groups. The first is a mill operation that produces titanium mill products. The second is a diversified group of several businesses, including metal product distribution, oil and gas components and fabricated aerospace products. Given this diverse operating model, RTI’s management believes that the Old Peer Group is no longer appropriate and that it should be expanded. The “New Peer Group” presented below was compiled to more accurately reflect the performance of the industry by selecting peers in each of RTI’s operating groups. It is comprised of the following companies: Allegheny Technologies Incorporated; A.M. Castle & Co.; Brush Engineered Materials Inc.; Carpenter Technology Corporation; CPI Aerostructures, Inc.; Dril-Quip, Inc.; Ducommun Incorporated; LMI Aerospace, Inc.; Reliance Steel & Aluminum Co.; RTI; Ryerson Inc.; Titanium Metals Corporation; and Triumph Group, Inc. Performance within the New Peer Group is weighted by market capitalization.

COMPARISON OF CUMULATIVE TOTAL RETURN

RTI, INDUSTRY PEER GROUPS AND S&P 500*

* Assumes $100 investment on January 1, 2000 and reinvestment of dividends.

Retirement Benefits

RTI’s Pension Plan is a defined benefit plan which first became effective at RMI Company (a predecessor of RTI) in 1971. The Pension Plan recognizes, for pension benefits, services and compensation with RTI, RMI Titanium Company, RMI Company, Reactive Metals, Inc. (a predecessor of RMI Company), United States Steel Corporation, USX Corporation, Quantum Chemical Corporation, or subsidiaries of each. The amounts payable under the Pension Plan will be paid monthly after a participant retires. The table below shows the annual pension benefits for

The Internal Revenue Code imposes limits on the amount of annual eligible compensation under tax-qualified pension plans. For 2005, annual compensation in excess of $210,000 cannot be taken into account in determining qualified plan benefits. RTI maintains the RTI International Metals, Inc. Excess Benefits Plan (the “Excess Benefits Plan”) for certain highly compensated employees who participate in RTI’s tax-qualified pension plans and would otherwise be limited by such tax limits. The Excess Benefit Plan is an unfunded “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended. It provides additional retirement income in an amount equal to the difference between benefits that would have been received under the Pension Plan but for the limitations imposed by the Internal Revenue Code and amounts actually payable under the Pension Plan. Participants must be designated by the Board of Directors; at this time only Messrs. Rupert and Odle have been designated by the Board of Directors as being covered by the Excess Benefits Plan.

Officers participating in the Incentive Compensation Plan are also eligible for the RTI Supplemental Pension Program. If they retire or otherwise terminate employment after age 60, or prior to age 60 with RTI consent, they will be entitled to receive the benefits shown in the table below based on bonuses paid under the Incentive Compensation Plan.

RTI has agreed with Mr. Rupert that his continuous service for purposes of the Supplemental Pension Program shall include his service with USX Corporation and its predecessor U.S. Steel. As
of December 31, 2005, Mrs. Hickton had 8 credited years of service, Mr. Odle 28, Mr. Berkstresser 6
and Mr. Rupert 37. Average annual bonus as of December 31, 2005, for purposes of the pension benefits under the RTI Supplemental Pension Program for each of the following named executive officers are as follows: Mrs. Hickton, $114,000; Mr. Hull, $15,000; Mr. Odle, $160,000; Mr. Berkstresser, $58,000 and Mr. Rupert, $365,000.

The benefits shown above are based on a formula whereby the average annual bonus for the highest five years in the preceding ten year period are multiplied times a factor. The factor is determined by multiplying 1.5% for each year of continuous service. Participants in the plan may elect to have the monthly benefit as a result of the formula paid monthly for life or receive a lump sum distribution based on the present value of the amounts payable. The plan provides for surviving spouse benefits at a reduced rate.

In order to comply with the limitations of the Internal Revenue Code, pension benefits will be paid directly by RTI when they exceed the amounts permitted by the Code to be paid from federal income tax qualified pension plans.

Employment Agreements

On August 1, 1999, RTI entered into employment agreements with Mrs. Hickton and Messrs. Jacobs, Odle and Rupert covering their employment for an initial four year term and for additional one year terms each year thereafter until the officer attains age 65 unless terminated prior thereto by either party on 120 days notice. Under the agreements, each officer will be paid the annual salary set forth, subject to increases from time to time in the sole discretion of RTI. RTI may terminate the services of the officer at any time for “cause” as defined in the agreement. Officers each agree not, for a period of 24 months after the end of the employment period or employment termination, whichever occurs first, to be employed by, or otherwise participate in, any business which competes with RTI. This restriction does not apply if the officer terminates employment with RTI under certain circumstances following a “change in control” of RTI as defined.

These are:

The severance benefits are payable if, any time after a change in control, the officer’s employment is terminated by the officer for good reason or by RTI other than for cause or disability. In addition the benefits are payable to Mr. Odle or Mr. Rupert in the event either of them terminates employment within 90 days after a change in control.

The definition of a change in control for purposes of these agreements is complex but is summarized as follows. It includes any change in control required to be reported in response to Item 6(e) of Schedule 14A under the Securities Exchange Act of 1934 and provides that a change in control will have occurred if:

Mr. Jacobs resigned from the office of Vice President and Chief Financial Officer effective August 10, 2005. RTI and Mr. Jacobs agreed that he would remain an employee under the terms of his employment agreement through July 31, 2006.

Under the employment agreement dated as of August 1, 1999 between RTI and Mr. Odle, RTI agreed that if he continues in active employment with RTI until either age 65, or such earlier date as the RTI Board of Directors may approve, RTI at his retirement will pay him a one time lump sum payment of the then present value of the 9.16 years of non-pensionable service attributable to periods he was employed by U.S. Steel (3.58 years) and the Company (5.58 years) which pre-date his current period of employment, calculated pursuant to the RTI Pension Plan and its Supplemental Pension Program.

On November 1, 1999 RTI entered into an employment agreement with Mr. Berkstresser covering his employment for an initial four year term and for additional one year terms each year thereafter until he attains age 65 unless terminated prior thereto by either party on 120 days notice. Under the agreement, he will be paid the annual salary set forth, subject to increases from time to time in the sole discretion of RTI. The agreement contains the other terms and conditions described above as being contained in the agreements with Mrs. Hickton and Mr. Jacobs.

On July 29, 2005, RTI entered into an employment agreement with Mr. Hull covering his employment for an initial three year term and for additional one year terms each year thereafter until he attains age 65 unless terminated prior thereto by either party on 90 days notice. Under the agreement, he will be paid the annual salary set forth, subject to increases from time to time in the sole discretion of RTI. The agreement contains the other terms and conditions described above as being contained in the agreements with Mrs. Hickton and Mr. Jacobs except that Mr. Hull’s cash severance benefit is based on current base salary and the average annual bonus in the three years before the date of termination.

OTHER INFORMATION

Business Ethics and Corporate Governance

Business Conduct and Ethics

The Company is committed to conducting business ethically, as well as legally. Ethical and legal conduct in all of the Company’s business affairs is essential to the Company’s future. The Company’s Code of Ethical Business Conduct, adopted by the Board of the Directors, applies to all directors and employees of the Company, including executive and other officers. The Code of Ethical Business Conduct is intended to comply with the requirements of the New York Stock Exchange and Securities and Exchange Commission regulations.

The Code of Ethical Business Conduct is posted on the RTI Website, www.rtiintl.com, and is also available in print without charge to any shareholder who makes a written request to the corporate Secretary at the address set forth under the caption “Other Information” below.

Any amendments as well as waivers of the application of the Code of Ethical Business Conduct to directors or executive officers will be disclosed promptly on the RTI Website.

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines were adopted by the Board of Directors to promote sound corporate citizenship and are intended to comply with the requirements of the New York Stock Exchange. The guidelines, taken together with the charters of the various commitments of the Board of Directors, provide the framework for the corporate governance of the Company. The guidelines cover a number of topics, including: the size and role of the Board of Directors; non-employee director executive sessions; attendance at Board of Directors meetings; access to senior management and advisors; the Board of Directors compensation; independence, composition and membership criteria of the Board of Directors; self-assessment of the Board of Directors; retirement age; and nominations to the Board of Directors.

The Company’s Corporate Governance guidelines are posted on the RTI Website, www.rtiintl.com, and is also available in print without charge to any shareholder who makes a written request to the corporate Secretary at the address set forth under the caption “Other Information” below.

Other business at the Annual Meeting

We do not expect any business to come up for shareholder vote at the meeting other than the items described in the Notice of Annual Meeting. If other business is properly raised, your proxy card authorizes the people named as proxies to vote as they think best.

Outstanding shares

On March 1, 2006, 23,087,972 shares were outstanding. Restricted stock awards, whether vested or unvested, are included in shares outstanding.

How we solicit proxies

In addition to this mailing, RTI employees may solicit proxies personally, electronically or by telephone. RTI pays the costs of soliciting this proxy. We also reimburse brokers and other nominees for sending these materials to you and getting your voting instructions.

Shareholder proposals

The deadline for the submission of shareholder proposals that are intended to be considered for inclusion in the Company’s proxy statement for next year’s meeting is December 4, 2006. Additionally, the Board-appointed proxies will have discretionary authority to vote on any proposals

Shareholders wishing to recommend candidates to serve as directors for the consideration of the Nominating/ Corporate Governance Committee should send such recommendations to the corporate Secretary, RTI International Metals, Inc., 1000 Warren Avenue, Niles OH 44446.

Shareholder and other interested party communications

Shareholders, and any other interested party, who wishes to communicate with the Chairman, one or more of the other non-management directors, or the non-management directors as a group should mark the communication Personal and Confidential and address it to the Chairman, RTI International Metals Inc., 1000 Warren Avenue, Niles OH 44446.

Board Attendance at Annual Meeting

RTI Board members are normally expected to attend RTI’s Annual Meetings of Shareholders. All of the candidates for election at the 2005 Annual Meeting attended such meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

Officers and Directors of RTI are required by Section 16(a) of the Securities Exchange Act of 1934 to report certain transactions in the Company’s securities, typically within two business days of the transaction. John Odle, Executive Vice President, was late in filing a Form 4 report for a transaction in RTI Common Stock in 2005. In addition, all non-employee directors of the Company receive one-half of their retainer in RTI stock, as previously discussed at page 6. During 2005, all of the non-employee directors were late in filing a Form 4 report for the receipt of the 2005 retainer shares. Finally, Mr. Williams was late in filing a Form 3 reporting no beneficial ownership of Company securities upon his election to the Board of Directors.

Other Information

A copy of RTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC, is available to shareholders. A shareholder may obtain a copy of the Form 10-K free of charge on RTI’s website (www.rtiintl.com), on the SEC’s website (www.sec.gov) or by sending a written request to the corporate Secretary at 1000 Warren Avenue, Niles, Ohio 44446. For written requests, a copy of the Form 10-K will be furnished free of charge. Copies of any requested exhibits thereto will be furnished upon payment of a reasonable charge limited to RTI’s costs of providing such copies.

Dated: April 3, 2006