Voting Trust Agreement

RMI TITANIUM COMPANY
VOTING TRUST AGREEMENT


THIS RMI TITANIUM COMPANY VOTING TRUST AGREEMENT ("Agreement"), made and entered into as of the 4th day of August, 1994, by and among USX CORPORATION, a Delaware corporation ("USX"), RMI TITANIUM COMPANY, an Ohio corporation ("RMI") and MELLON BANK, N.A., as Trustee (the "Trustee").


W I T N E S S E T H


WHEREAS, RMI is authorized to issue 30 million shares of its common stock ("Common Stock") and five million shares of its preferred stock ("Preferred Stock") and, except as otherwise required by law or the Articles of Incorporation of RMI, the holders of the Common Stock and the holders of the Preferred Stock vote together as a single class for the election of directors and on all other matters to be submitted to the shareholders of RMI (the Common Stock and the Preferred Stock are, collectively, the "Voting Stock");


WHEREAS, RMI amended its Articles of Incorporation, effective March 31, 1994, to change each share of Common Stock outstanding immediately prior to the effective date of such amendment into one-tenth (1/10) of a share of Common Stock;


WHEREAS, RMI has issued and there is outstanding, as of the date hereof, 15,250,342 shares of Common Stock and no shares of Preferred Stock;


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WHEREAS, as of the date hereof, USX owns beneficially and of record 8,250,000 shares of Common Stock, constituting approximately fifty-four percent (54%) of all issued and outstanding Common Stock;


WHEREAS, USX intends, by entering into this Trust Agreement, to subject to the voting trust created hereby sufficient shares of Voting Stock owned beneficially by it at any time during the term hereof, so that the sum of the number of shares of Voting Stock beneficially owned at such time (a) by USX and not then held by the Trustee in the voting trust hereby created ("USX Non-Trust Stock") (the number of shares so held by the Trustee at any time shall be deemed to include any shares which, as of such time, USX is then obligated to transfer, assign and deliver to and deposit with the Trustee pursuant to Section 2.2(a) hereof, even though such shares shall not then have been so transferred, assigned and delivered, and the USX Non-Trust Stock at such time shall be deemed not to include any such shares), and (b) by any Affiliate (as hereafter defined) of USX ("Affiliate Stock"), does not exceed forty-nine percent (49%) of the total shares of Voting Stock outstanding at such time and is at least one share less than the number of shares of Voting Stock owned beneficially at such time by holders other than USX and its Affiliates (the "Public Stock").


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NOW, THEREFORE, in consideration of the mutual agreements, and subject to all the conditions herein contained, and intending to be legally bound, the parties hereto agree as follows:


1. APPOINTMENT OF TRUSTEE. Mellon Bank, N.A. is hereby appointed as Trustee for the purposes and with the powers set forth herein, and accepts such appointment and agrees to act as Trustee hereunder in accordance with the terms hereof.


2. ASSIGNMENT OF COMMON STOCK TO TRUSTEE.
2.1 INITIAL COMMON STOCK. USX hereby transfers, assigns and delivers to and deposits with the Trustee 1,319,175 shares of Common Stock (the "Initial Common Stock") represented by Certificate No. RMI-11254, which certificate has been duly endorsed by USX for transfer to the Trustee, receipt of which Certificate the Trustee hereby acknowledges.


2.2 ADDITIONAL RMI VOTING STOCK.
(a) If at any time during the term of this Agreement, (i) the sum of the number of shares of Voting Stock beneficially owned at such time (x) by USX, including both the Trust Stock and the USX Non-Trust Stock, and (y) by all of USX's Affiliates, increases above the sum of the number of such shares so owned as of the date hereof by USX and all of


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USX's Affiliates, for whatever reason, including, but not limited to any purchases made, the exercise of any options, rights or warrants, or the conversion of any convertible securities, or (ii) the aggregate number of shares of Voting Stock which are outstanding decreases below the aggregate number of such shares outstanding as of the date hereof, then in each such event USX agrees to promptly transfer, assign and deliver to and deposit with the Trustee such number of additional shares of Voting Stock, if any, as is necessary to reduce the sum of the number of shares of (x) USX Non-Trust Stock, and (y) Affiliate Stock to not more than forty-nine percent (49%) of all shares of Voting Stock then outstanding, and at least one share less than the total number of shares of Public Stock.


(b) In addition, USX may, but shall not be obligated to, transfer, assign and deliver to and deposit with the Trustee, from time to time, such number of additional shares of Common Stock, or Preferred Stock, or both, as USX may elect to subject to this Agreement (all such shares of additional Common and Preferred Stock, whether transferred, assigned and delivered to and deposited pursuant to Section 2.2(a) or (b), are referred to as the "Additional Voting Stock", and the Initial Common Stock and the Additional Voting Stock is collectively referred to as the "Trust Stock"). (The sum of the number of shares of both the Trust Stock and the


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USX Non-Trust Stock should, at any time, equal the total number of shares of Voting Stock owned beneficially by USX at such time.)


2.3 If at any time during the term of this Agreement, (i) the sum of the number of shares of Voting Stock beneficially owned at such time (x) by USX, including both the Trust Stock and the USX Non-Trust Stock, and (y) by all of USX's Affiliates, decreases below the sum of the number of such shares so owned as of the date hereof by USX and all of USX's Affiliates, for whatever reason, including, but not limited to any sales made, or (ii) the aggregate number of shares of Voting Stock which are outstanding increases above the aggregate number of such shares outstanding as of the date hereof, then in each such event the Trustee shall, upon receipt of written directions from USX, deliver to USX a certificate or certificates, duly endorsed for transfer to USX, for such number of shares of Trust Stock, if any, as is necessary to increase the sum of the number of shares of (x) USX Non-Trust Stock, and (y) Affiliate Stock to not more than forty-nine percent (49%) of the total shares of Voting Stock outstanding at such time, and at least one share less than the total number of shares of Public Stock. USX shall specify in its written directions the number of shares the Trustee shall so deliver to USX. In the event there are, at any time the Trustee is obligated to so deliver a certificate


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to USX for any Trust Stock, two or more classes or series of Voting Stock included in the Trust Stock, USX may designate which class or series of Voting Stock shares of which are to be so delivered to it by the Trustee.


2.4 USX agrees to execute and deliver to the Trustee, from time to time, such additional assignments or other instruments of transfer as may be necessary in the reasonable opinion of the Trustee, RMI or RMI's transfer agent to confirm and make effective any transfer, assignment, delivery and deposit of Trust Stock to the Trustee pursuant to this Agreement. The Trustee agrees to accept each such transfer, assignment, delivery and deposit, and to hold all Trust Stock in accordance with and subject to this Agreement.


2.5 All certificates for Trust Stock transferred, assigned, delivered to and deposited with the Trustee pursuant to this Agreement shall be promptly surrendered by the Trustee to RMI and canceled and new certificates therefor shall be issued to the Trustee or its nominee or agent, showing the Trustee or its nominee or agent as owner of record thereof in its capacity as Trustee under this Agreement, and the stock transfer books and records of RMI shall reflect such ownership.


2.6 TRUST CERTIFICATES NOT TO BE ISSUED. The Trustee shall not issue any trust certificates in connection with this Trust.


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3. CONCERNING THE TRUSTEE.
3.1 POWER OF TRUSTEE TO VOTE TRUST STOCK. During the term of this Agreement, the Trustee agrees it shall take the following actions, and shall vote the Trust Stock, in the manner, and only in the manner, herein provided.


(a) At every meeting of the holders of Common Stock, or Preferred Stock, or both, of which the Trustee, its nominee or agent has notice, the Trustee shall cause all of the shares of the Common Stock, or Preferred Stock, or both, as the case may be, included in the Trust Stock, to be present for purposes of determining the presence of a quorum at such meeting.


(b) Whenever any vote of the holders of Common Stock, or Preferred Stock, or both, is conducted at such a meeting, the Trustee shall:


(i) not vote any of the Trust Stock, with respect to any election of directors;


(ii) cause the Trust Stock to be voted at such meeting "for," "against" or to abstain from voting with respect to each matter on which such vote is so conducted, other than an election of directors, in the same proportion as all shares of Common Stock, or Preferred Stock, or both, as the case may be, other than the Trust Stock, are validly voted


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"for," "against" or abstain from voting, as the case may be, with respect to such matter.


(c) Whenever any consent in writing of the holders of Common Stock, or Preferred Stock, or both, is sought with respect to any action, the Trustee shall consent thereto with res ...