TITANIUM METALS CORP, DEF 14A, 2000-04-06

TITANIUM METALS CORP
DEF 14A, 2000-04-06
SECONDARY SMELTING & REFINING OF NONFERROUS METALS

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _ )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TITANIUM METALS CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per-unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[LOGO]

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

April 4, 2000

Dear Stockholder:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
Titanium Metals Corporation ("TIMET" or the "Company"), which will be held on
Wednesday, May 17, 2000, at 10:00 a.m. (Mountain Time), at the Company's
executive offices located at 1999 Broadway, Suite 4300, Denver, Colorado. In
addition to matters to be acted on at the meeting, which are described in detail
in the attached Notice of Annual Meeting of Stockholders and Proxy Statement, we
will update you on the Company. I hope that you will be able to attend.

Whether or not you plan to attend the meeting, please complete, date, sign and
return the enclosed proxy card or voting instruction form in the accompanying
envelope so that your shares are represented and voted in accordance with your
wishes. Your vote, whether given by proxy or in person at the meeting, will be
held in confidence by the Inspector of Election for the meeting in accordance
with TIMET's Bylaws.

Sincerely,

J. Landis Martin
Chairman of the Board,
President and Chief Executive Officer

<PAGE> 3

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2000

To the Stockholders of Titanium Metals Corporation:

NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Meeting") of Titanium Metals Corporation, a Delaware corporation ("TIMET" or
the "Company"), will be held on Wednesday, May 17, 2000, at 10:00 a.m. (Mountain
Time), at the Company's executive offices located at 1999 Broadway, Suite 4300,
Denver, Colorado, for the following purposes:

(1) To elect six directors to serve until the 2001 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified;

(2) To consider and vote on the Company's Executive Stock Ownership Loan
Plan; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.

The Board of Directors of the Company set the close of business on March 22,
2000, as the record date (the "Record Date") for the Meeting. Only holders of
TIMET's common stock, $.01 par value per share, at the close of business on the
Record Date, are entitled to notice of, and to vote at, the Meeting. The stock
transfer books of the Company will not be closed following the Record Date. A
complete list of stockholders entitled to vote at the Meeting will be available
for examination during normal business hours by any TIMET stockholder, for
purposes related to the Meeting, for a period of ten days prior to the Meeting,
at TIMET's corporate offices located at 1999 Broadway, Suite 4300, Denver,
Colorado.

You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting in person, please complete, date and sign the accompanying
proxy card or voting instruction form and return it promptly in the enclosed
envelope to ensure that your shares are represented and voted in accordance with
your wishes. You may revoke your proxy by following the procedures set forth in
the accompanying Proxy Statement. If you choose, you may still vote in person at
the Meeting even though you previously submitted your proxy.

In accordance with the Company's Bylaws, your vote, whether given by proxy or in
person at the Meeting, will be held in confidence by the Inspector of Election
for the Meeting.

By order of the Board of Directors,

Robert E. Musgraves
Executive Vice President,
General Counsel and Secretary

Denver, Colorado
April 4, 2000

<PAGE> 4

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

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PROXY STATEMENT

---------------------

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card or voting instruction form
are being furnished in connection with the solicitation of proxies by and on
behalf of the Board of Directors (the "Board of Directors") of Titanium Metals
Corporation, a Delaware corporation ("TIMET" or the "Company"), for use at the
2000 Annual Meeting of Stockholders of the Company to be held on Wednesday, May
17, 2000, at 10:00 a.m. (Mountain Time), at the Company's executive offices
located at 1999 Broadway, Suite 4300, Denver, Colorado, and at any adjournment
or postponement thereof (the "Meeting"). This Proxy Statement and the
accompanying proxy card or voting instruction form will first be mailed to the
holders of TIMET's common stock, $.01 par value per share ("TIMET Common
Stock"), on or about April 7, 2000.

PURPOSE OF THE MEETING

Stockholders of the Company represented at the Meeting will consider and vote
upon (i) the election of six directors to serve until the 2001 Annual Meeting of
Stockholders of the Company and until their successors are duly elected and
qualified, (ii) a proposal to approve the Company's Executive Stock Ownership
Loan Plan and (iii) such other business as may properly come before the Meeting.
The Company is not aware of any business to be presented for consideration at
the Meeting other than as set forth in items (i) and (ii) above.

VOTING RIGHTS AND QUORUM

The presence, in person or by proxy, of the holders of a majority of the shares
of TIMET Common Stock entitled to vote at the Meeting is necessary to constitute
a quorum for the conduct of business at the Meeting. Shares of TIMET Common
Stock that are voted to abstain from any business coming before the Meeting and
broker/nominee non-votes will be counted as being in attendance at the Meeting
for purposes of determining whether a quorum is present.

At the Meeting, directors of the Company will be elected by a plurality of the
affirmative vote of the outstanding shares of TIMET Common Stock present (in
person or by proxy) and entitled to vote. The accompanying proxy card or voting
instruction form provides space for a stockholder to withhold authority to vote
for any or all nominees for the Board of Directors. Neither shares as to which
authority to vote on the election of directors has been withheld nor
broker/nominee non-votes will be counted as affirmative votes to elect nominees
for the Board of Directors. However, since director nominees need only receive
the vote of a plurality of the shares represented (in person or by proxy) at the
Meeting and entitled to vote, a vote withheld from a particular nominee will not
affect the election of such nominee.

Except as otherwise required by the Company's Restated Certificate of
Incorporation, any other matter that may be submitted to a stockholder vote,
including the approval of the Company's Executive Stock Ownership Loan Plan,
will require the affirmative vote of a majority of the shares represented at the

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Meeting (in person or by proxy) and entitled to vote. Shares of TIMET Common
Stock that are voted to abstain from any business coming before the Meeting and
broker/nominee non-votes will not be counted as votes for or against the
approval of the Company's Executive Stock Ownership Loan Plan or any other
matter coming before the Meeting.

First Chicago Trust Division of EquiServe ("First Chicago"), the transfer agent
and registrar for TIMET Common Stock, has been appointed by the Board of
Directors to ascertain the number of shares represented, receive proxies and
ballots, tabulate the vote and serve as Inspector of Election at the Meeting.
All proxies and ballots delivered to First Chicago will be kept confidential by
First Chicago in accordance with the Company's Bylaws.

The record date set by the Board of Directors for the determination of
stockholders entitled to notice of, and to vote at, the Meeting is the close of
business on March 22, 2000 (the "Record Date"). Only holders of shares of TIMET
Common Stock at the close of business on the Record Date are entitled to vote at
the Meeting. As of the Record Date, there were 31,371,405 shares of TIMET Common
Stock issued and outstanding, each of which will be entitled to one vote on each
matter that comes before the Meeting.

As of the Record Date, Tremont Corporation ("Tremont") and other entities
related to Harold C. Simmons held, in the aggregate, approximately 47.6% of the
outstanding shares of TIMET Common Stock. Tremont and such other entities have
indicated their intention to have such shares represented at the Meeting and to
vote such shares "FOR" the election of all of the nominees for director set
forth in this proxy statement and "FOR" the approval of the TIMET Executive
Stock Ownership Loan Plan. If all of such shares are voted as indicated and all
other outstanding shares of TIMET Common Stock are represented and voted at the
meeting, the additional affirmative vote of approximately 2.5% or more of the
TIMET Common Stock entitled to vote will assure the election of each of the
director nominees set forth below and the approval of the TIMET Executive Stock
Ownership Loan Plan. In addition, all of such nominees for director will be
elected if no other person receives the vote of more shares than the number of
shares voted by Tremont and such other entities.

PROXY SOLICITATION

This proxy solicitation is being made by and on behalf of the Board of Directors
of the Company. The Company will pay all expenses of this proxy solicitation,
including charges for preparing, printing, assembling and distributing all
materials delivered to stockholders. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies by
telephone or personal contact for which such persons will receive no additional
compensation. The Company has retained D.F. King & Co., Inc. to aid in the
distribution of this Proxy Statement, at a cost that the Company estimates will
be approximately $3,500. In addition, upon request, the Company will reimburse
banking institutions, brokerage firms, custodians, trustees, nominees and
fiduciaries for their reasonable out-of-pocket expenses incurred in distributing
proxy materials and voting instructions to the beneficial owners of TIMET Common
Stock held of record by such entities.

All shares of TIMET Common Stock represented by properly executed proxies will,
unless such proxies have previously been revoked, be voted in accordance with
the instruction indicated in such proxies. If no instructions are indicated,
such shares will be voted (a) "FOR" the election of each of the six nominees set
forth below as directors, (b) "FOR" approval of the Company's Executive Stock
Ownership Loan Plan, and (c) in the discretion of the proxy holders on any other
matter that may properly come before the Meeting. Each holder of record of TIMET
Common Stock giving the proxy enclosed with this Proxy Statement may revoke it
at any time, prior to the voting thereof at the Meeting, by (i) delivering to
First

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Chicago a written revocation of the proxy, (ii) delivering to First Chicago a
duly executed proxy bearing a later date, or (iii) voting in person at the
Meeting. Attendance by a stockholder at the Meeting will not in itself
constitute the revocation of a proxy previously given.

PROPOSAL 1-ELECTION OF DIRECTORS

The Bylaws of the Company currently provide that the Board of Directors shall
consist of a minimum of three and a maximum of seventeen persons, as determined
from time to time by the Board of Directors in its discretion. The number of
directors is currently set at six. The six directors elected at the Meeting will
hold office until the 2001 Annual Meeting of Stockholders of the Company and
until their successors are duly elected and qualified.

All of the nominees set forth below are currently directors of the Company whose
term will expire at the Meeting. All nominees have agreed to serve if elected.
If any nominee is not available for election at the Meeting, the proxy will be
voted for an alternate nominee to be selected by the Board of Directors, unless
the stockholder executing such proxy withholds authority to vote for the
election of directors. The Board of Directors believes that all of its present
nominees will be available for election at the Meeting and will serve if
elected.

The Board of Directors recommends a vote "FOR" each of the nominees identified
below.

NOMINEES FOR DIRECTOR
The following information has been provided by the respective nominees for
election to the Board of Directors.

Joseph S. Compofelice, 50, has been a director of TIMET since 1994 (except for a
period during 1996). Mr. Compofelice has been Chairman of the Board and Chief
Executive Officer of CompX International Inc. ("CompX"), a manufacturer of
ergonomic computer support systems, precision ball bearing slides and security
products, since 1998. Mr. Compofelice was Vice President and Chief Financial
Officer of TIMET from 1996 until 1998. From 1994 until 1998, he was also Vice
President and Chief Financial Officer of Tremont and NL Industries, Inc. ("NL"),
a manufacturer of titanium dioxide pigment. Mr. Compofelice has also served as a
director of NL since 1995. From prior to 1995 until 1998, Mr. Compofelice was
Executive Vice President of Valhi, Inc. ("Valhi"), which is engaged in waste
management, in component products through CompX, and in the titanium dioxide
pigment industry through NL. Valhi and other persons and entities related to
Harold C. Simmons hold approximately 71.2% of the outstanding shares of common
stock of Tremont ("Tremont Common Stock"). Valhi and Tremont hold approximately
59.5% and 20.2%, respectively, of the outstanding shares of common stock of NL
("NL Common Stock"). CompX is a majority owned subsidiary of Valhi. Valhi,
Tremont, NL and CompX may be deemed to be affiliates of TIMET. Mr. Compofelice
serves as chairman of TIMET's Pension and Employee Benefits Committee and is a
member of TIMET's Audit Committee and Nominations Committee.

Edward C. Hutcheson, Jr., 54, has been a director of TIMET since 1996. Since
1997, Mr. Hutcheson has served in various capacities with Pinnacle Global Group,
Inc. ("Pinnacle"), a publicly owned financial services company, and its
predecessor private companies. Mr. Hutcheson is presently a Principal of PGG
Capital, the merchant banking arm of Pinnacle, and he previously served as Chief
Operating Officer of the predecessor holding company and as Principal of HWG
Capital, LLC ("HWG Capital"), an affiliate of the Houston-based investment
banking firm of Harris Webb & Garrison. In 1994, Mr. Hutcheson co-founded Crown
Castle International Corporation ("Crown Castle"), a leading provider of
communication sites and wireless network services, and served as its Chief
Executive officer from 1994 until 1997. Crown Castle is a publicly owned company
that owns and operates nearly 11,000 wireless communications sites throughout
the U.S. and in the U.K. and Australia. Mr.

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Hutcheson also serves on the board of directors of Crown Castle, Trico Marine
Services, Inc., Pinnacle Management & Trust Co. and Sanders Morris Harris. Mr.
Hutcheson serves as chairman of TIMET's Management Development and Compensation
Committee (the "Compensation Committee") and is a member of TIMET's Audit
Committee and Nominations Committee.

J. Landis Martin, 54, has been Chairman and a director of TIMET since 1987,
Chief Executive Officer of TIMET since 1995 and President since January 2000 and
previously from 1995 to 1996. Mr. Martin has served as Chairman of Tremont since
1990, as Chief Executive Officer and a director of Tremont since 1988 and as
President of Tremont since 1987 (except for a period in 1990). Since 1987, Mr.
Martin has served as President and Chief Executive Officer of NL and, since
1986, as a director of NL. Mr. Martin is also a director of Halliburton Company,
Apartment Investment and Management Company and Crown Castle International
Corporation.

Glenn R. Simmons, 72, has been a director of TIMET since 1999. Mr. Simmons is
Chairman of the Board of Keystone Consolidated Industries, Inc. ("Keystone"), a
steel fabricated wire products, industrial wire and carbon steel rod company.
Since prior to 1995, Mr. Simmons has been Vice Chairman of the Board of Valhi
and of Contran Corporation ("Contran"), a diversified holding company that
directly and through related entities holds approximately 93% of the outstanding
shares of common stock of Valhi ("Valhi Common Stock") and 47% of the
outstanding shares of common stock of Keystone. Mr. Simmons has been an
executive officer and/or director of various companies related to Valhi and
Contran since 1969. Mr. Simmons is also a director of Tremont, NL and CompX. Mr.
Simmons is a member of TIMET's Nominations Committee and Pension and Employee
Benefits Committee. Mr. Simmons is a brother of Harold C. Simmons.

General Thomas P. Stafford (retired), 69, has been a director of TIMET since
1996. Gen. Stafford was a co-founder of and has been affiliated with Stafford,
Burke and Hecker, Inc., a Washington-based consulting firm, since 1982. Gen.
Stafford graduated from the United States Naval Academy in 1952. He was
commissioned as an officer in the United States Air Force ("USAF") and attended
the USAF Experimental Flight Test School in 1958. He was selected as an
astronaut in 1962, piloted Gemini VI in 1965 and commanded Gemini IX in 1966. In
1969, Gen. Stafford was named Chief of the Astronaut Office and was the Apollo X
commander for the first lunar module flight to the moon. He commanded the
Apollo-Soyuz joint mission with the Soviet cosmonauts in 1975. After his
retirement from the USAF in 1979 as Lieutenant General, in which his last
assignment was Deputy Chief of Staff for Research, Development and Acquisitions,
he became Chairman of Gibraltar Exploration Limited, an oil and gas exploration
and production company, and served in that position until 1984, when he joined
General Technical Services, Inc., a consulting firm. In addition to serving as a
director of Tremont and NL, Gen. Stafford is a director of CMI Corporation,
Seagate Technologies, Inc. and The Wackenhut Corp. Gen. Stafford serves as
chairman of TIMET's Audit Committee and Nominations Committee and is a member of
TIMET's Compensation Committee.

Steven L Watson, 49, has been a director of TIMET since February 2000. Mr.
Watson has been president and a director of Valhi and Contran since 1998. Prior
to 1995 and continuing until 1998, Mr. Watson served as vice president and
secretary of Valhi and Contran. Mr. Watson has served as an executive officer
and/or director of various companies related to Valhi and Contran since 1980.
Mr. Watson also serves on the board of directors of CompX and Keystone.

For information concerning certain transactions to which certain director
nominees are parties and other matters, see "Certain Relationships and
Transactions" below.

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BOARD MEETINGS

The Board of Directors held six meetings in 1999. Each of the directors
participated in at least 75% of the total number of such meetings and of the
committee meetings held during the period for committees on which they served.

BOARD COMMITTEES

The Board of Directors has established the following standing committees:

Audit Committee. The principal responsibilities and authority of the Audit
Committee are to review and recommend to the Board of Directors the selection of
the Company's independent auditors, to review with the independent auditors the
scope and results of the annual auditing engagement and the system of internal
accounting controls, and to direct and supervise special audit inquiries. The
current members of the Audit Committee are Gen. Thomas P. Stafford (Chairman),
Joseph S. Compofelice and Edward C. Hutcheson, Jr. The Audit Committee held
three meetings in 1999 and took action by written consent in lieu of a meeting
once in 1999.

Management Development and Compensation Committee. The principal
responsibilities and authority of the Compensation Committee are to review and
approve certain matters involving executive compensation, including making
recommendations to the Board of Directors regarding certain compensation matters
involving the Chief Executive Officer, to review and approve grants of stock
options, stock appreciation rights and awards of restricted stock under the
Company's incentive plans, except as otherwise delegated by the Board of
Directors, to review and recommend adoption of or revision to compensation plans
and employee benefit programs, to review and recommend compensation policies and
practices and to prepare such compensation committee disclosures as may be
required, to review and recommend any executive employment contract, and to
provide counsel on key personnel selection, organization strategies and such
other matters as the Board of Directors may from time to time direct. The
current members of the Compensation Committee are Edward C. Hutcheson, Jr.
(Chairman) and Gen. Thomas P. Stafford. The Compensation Committee held two
meetings in 1999 and took action by written consent in lieu of a meeting once in
1999.

Nominations Committee. The principal responsibilities and authority of the
Nominations Committee are to review and make recommendations to the Board of
Directors regarding such matters as the size and composition of the Board of
Directors, criteria for director nominations, director candidates, the term of
office for directors and such other related matters as the Board of Directors
may request from time to time. The current members of the Nominations Committee
are Gen. Thomas P. Stafford (Chairman), Joseph S. Compofelice, Glenn R. Simmons
and Edward C. Hutcheson, Jr. The Nominations Committee held one meeting in 1999.
In February 2000, the Nominations Committee reviewed and made its
recommendations to the Board of Directors with respect to the election of
directors at the Meeting. The Nominations Committee will consider
recommendations by stockholders of the Company with respect to the election of
directors if such recommendations are submitted in writing to the Secretary of
the Company and received not later than December 31 of the year prior to the
next annual meeting of stockholders.

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Pension and Employee Benefits Committee. The Pension and Employee Benefits
Committee (the "Benefits Committee") is established to oversee the
administration of the Company's pension and employee benefit plans other than
the 1996 Long Term Performance Incentive Plan of Titanium Metals Corporation
(the "TIMET Stock Incentive Plan"). The Benefits Committee is currently composed
of Joseph S. Compofelice (Chairman) and Glenn R. Simmons. The Benefits Committee
held two meetings during 1999.

Members of the standing committees will be appointed at the meeting of the Board
of Directors immediately following the Meeting. The Board of Directors has
previously established, and from time to time may establish, other committees to
assist it in the discharge of its responsibilities.

COMPENSATION OF DIRECTORS

During 1999, directors of the Company who were not employees of the Company
received an annual retainer of $15,000 in cash plus 500 shares of TIMET Common
Stock. In addition, non-employee directors receive an attendance fee of $1,000
per meeting for each meeting of the Board of Directors or a committee of the
Board of Directors attended in person ($350 for telephonic participation).
Committee Chairs receive an additional attendance fee of $1,000 for each
committee meeting attended in person ($350 for telephonic participation).
Directors are also reimbursed for reasonable expenses incurred in attending
Board of Directors and committee meetings. The current non-employee directors
are Mr. Compofelice, Mr. Hutcheson, Mr. Simmons, Gen. Stafford, and Mr. Watson.

The Company has adopted a director compensation plan (the "Director Compensation
Plan") pursuant to which each non-employee director was granted in each of 1996
and 1997 an option to acquire 625 shares of TIMET Common Stock at $23.00 and
$29.50 per share, respectively, in 1998, an option to acquire 1,500 shares of
TIMET Common Stock at $26.125 per share, and in 1999, an option to acquire 5,000
shares of TIMET Common Stock at $7.9375 per share. Awards of stock options were
made in 1999 to Mr. Compofelice, Mr. Hutcheson, Mr. Simmons and Gen. Stafford,
the non-employee directors at that time.

SECURITY OWNERSHIP

OWNERSHIP OF TIMET COMMON STOCK

The following table and accompanying notes set forth, as of the Record Date, the
beneficial ownership, as defined by the regulations of the Securities and
Exchange Commission (the "Commission"), of TIMET Common Stock held by (a) each
person or group of persons known to TIMET to beneficially own more than 5% of
the outstanding shares of TIMET Common Stock, (b) each director or nominee for
director of TIMET, (c) each current or former executive officer of TIMET listed
in the Summary Compensation Table below who is not a director or nominee for
director of TIMET ("Other Named Executive Officers") and (d) all current
executive officers and directors of TIMET as a group. See note (3) following the
table immediately below for information concerning individuals and entities that
may be deemed to indirectly beneficially own those shares of TIMET Common Stock
directly beneficially owned by Tremont. All information has been taken from or
is based upon ownership filings made by such persons with the Commission or upon
information provided by such persons to TIMET.

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OWNERSHIP OF TIMET COMMON STOCK

TIMET Common Stock
-----------------------------------
Amount and Nature
of
Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------- ------------------- ------------

<S> <C> <C>
GREATER THAN 5% STOCKHOLDERS
Tremont Corporation (3)(4) 12,280,005 39.1%

Franklin Resources, Inc., Templeton Global Advisors
Limited, Charles B. Johnson and Rupert H. Johnson, Jr. (5) 2,679,100 8.5%

Combined Master Retirement Trust (3) 2,644,100 8.4%

ICM Asset Management, Inc. (6) 1,996,598 6.4%

Dimensional Fund Advisors, Inc. (7) 1,870,400 6.0%

DIRECTORS
Joseph S. Compofelice (8)(9) 58,053 --
Edward C. Hutcheson, Jr. (10) --
9,150
J. Landis Martin (8)(11) 156,667 --
Glenn R. Simmons (3)(12) --
7,500
Gen. Thomas P. Stafford (13) --
9,850
Steven L. Watson (3) --
8,000
--
OTHER NAMED EXECUTIVE OFFICERS (CURRENT)
Charles H. Entrekin, Jr., Ph.D. (14)(15) 19,800 --
Robert E. Musgraves (15)(16) 27,750 --
Mark A. Wallace (17) 33,500 --

OTHER NAMED EXECUTIVE OFFICERS (FORMER)
William C. Acton (18) --
3,750
Andrew R. Dixey (8)(15)(19) 103,290 --
--
ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AS
A GROUP (10 persons) (8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(20) 338,070 1.1%
</TABLE>
- -------------

(1) All beneficial ownership is sole and direct unless otherwise noted.

(2) No percent of class is shown for holdings of less than 1%. For purposes
of calculating individual and group percentages, the number of shares
treated as outstanding for each individual includes stock options
exercisable by such individual (or all individuals included in the
group) within 60 days of the Record Date.

(3) Tremont directly beneficially owns approximately 39.1% of the
outstanding shares of TIMET Common Stock. Based upon information
supplied to the Company by Valhi and NL, Valhi and NL are the direct
holders of approximately 59.7% and 8.4%, respectively, of the
outstanding shares of Tremont Common Stock.

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Valhi and Tremont are the direct holders of approximately 59.5% and
20.2%, respectively, of the outstanding shares of NL Common Stock.
Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"), and
Contran are the holders of approximately 81.8%, 9.5%, and 1.6%,
respectively, of the outstanding shares of Valhi Common Stock.
National, NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie Holding")
are the direct holders of approximately 73.3%, 11.4% and 15.3%,
respectively, of the outstanding common stock of VGI. Contran and NOA
are the direct holders of approximately 85.7% and 14.3%, respectively,
of the outstanding common stock of National. Contran and Southwest
Louisiana Land Company, Inc. ("Southwest") are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common
stock of NOA. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice")
is the direct holder of 100% of the outstanding common stock of Dixie
Holding. Contran is the holder of 100% of the outstanding common stock
of Dixie Rice and approximately 88.9% of the outstanding common stock
Southwest. Substantially all of Contran's outstanding voting stock is
held either by trusts established for the benefit of certain children
and grandchildren of Harold C. Simmons (the "Trusts"), of which Mr.
Simmons is the sole trustee, or by Mr. Simmons directly. As sole
trustee of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any Contran shares
held by the Trusts.

Valmont Insurance Company ("Valmont") and a subsidiary of NL directly
own 1,000,000 shares and 1,186,200 shares, respectively, of the
outstanding shares of Valhi Common Stock. Valhi directly owns 100% of
the outstanding common stock of Valmont. Pursuant to Delaware law,
Valhi treats the shares of Valhi Common Stock owned by Valmont and the
subsidiary of NL as treasury stock for voting purposes. For the
purposes of this note, such shares are not deemed outstanding.

The Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 3.1% of the outstanding shares of Tremont Common Stock
and 0.5% of the outstanding shares of Valhi Common Stock. The
Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is Chairman of the Board and Chief
Executive Officer of the Foundation and may be deemed to control the
Foundation. Mr. Simmons, however, disclaims beneficial ownership of any
shares of Tremont Common Stock or Valhi Common Stock held by the
Foundation.

The Combined Master Retirement Trust ("CMRT") directly holds
approximately 8.4% of the outstanding shares of TIMET Common Stock,
0.1% of the outstanding shares of Tremont Common Stock and 0.1% of the
outstanding shares of Valhi Common Stock. Valhi established the CMRT as
a trust to permit the collective investment by master trusts that
maintain the assets of certain employee benefit plans adopted by Valhi
and related companies. Harold C. Simmons is the sole trustee of the
CMRT and a member of the trust investment committee for the CMRT.
Valhi's board of directors selects the trustee and members of the trust
investment committee for the CMRT. Harold C. Simmons, Glenn R. Simmons
and Steven L. Watson are each members of Valhi's board of directors and
are participants in one or more of the employee benefit plans that
invest through the CMRT. However, each such person disclaims beneficial
ownership of the shares of TIMET, Tremont and Valhi Common Stock held
by the CMRT, except to the extent of his individual, vested beneficial
interest in the assets held by the CMRT.

The shares of Tremont Common Stock held by the Foundation and the CMRT
are not included in the ownership percentage shown for Valhi in this
note.

The shares of Valhi Common Stock reflected above as being owned by
Contran include approximately 0.4% of the outstanding shares of Valhi
Common Stock directly held by the Contran Deferred Compensation Trust
No. 2 (the "CDCT No. 2"). Boston Safe Deposit and Trust Company serves
as the trustee of the CDCT No. 2. Contran established the CDCT No. 2 as
an irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owes to Harold C. Simmons. If
the CDCT No. 2 assets are insufficient to satisfy such obligations,
Contran must satisfy the balance of such obligations. Pursuant to the
terms of the CDCT No. 2, Contran (a) retains the power to vote the
shares of Valhi Common Stock directly held by the CDCT No. 2, (b)
retains dispositive power over such

8
<PAGE> 12

shares and (c) may be deemed the indirect beneficial owner of such
shares. Mr. Simmons, however, disclaims beneficial ownership of the
shares owned, directly or indirectly, by the CDCT No. 2, except to the
extent of his interest as a beneficiary of the CDCT No. 2.

Harold C. Simmons is Chairman of the Board and Chief Executive Officer
of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also Chairman of the Board and Chief Executive
Officer of NL and a director of Tremont.

By virtue of the stock ownership, his holding of the offices and his
service as trustee, all as described above, (a) Harold C. Simmons may
be deemed to control the entities described above and (b) Mr. Simmons
and certain of such entities may be deemed to possess indirect
beneficial ownership of the shares of Tremont, Valhi, NL and TIMET
Common Stock held directly by certain of such entities. However, Mr.
Simmons disclaims beneficial ownership of such shares beneficially
owned, directly or indirectly, by any of such entities, except to the
extent otherwise expressly indicated in this note.

Harold C. Simmons' spouse is the direct owner of 3,747 shares of
Tremont Common Stock, 77,000 shares of Valhi Common Stock and 69,475
shares of NL Common Stock. Mr. Simmons may be deemed to share indirect
beneficial ownership of such shares. However, Mr. Simmons disclaims all
such beneficial ownership.

The business address of Valhi, VGI, National, NOA, Dixie Holding,
Contran, the CMRT, the Foundation, and Harold C. Simmons is Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
The business address of Dixie Rice is 600 Pasquiere Street, Gueydan,
Louisiana 70542. The business address of Southwest is 402 Canal Street,
Houma, Louisiana 70360.

(4) The address of Tremont Corporation is 1999 Broadway, Suite 4300,
Denver, Colorado 80202.

(5) As reported in Amendment No. 3 to Statement on Schedule 13G filed with
the Commission on February 7, 2000. The address of Franklin Resources,
Inc., Charles B. Johnson and Rupert H. Johnson, Jr. is 777 Mariners
Island Blvd., San Mateo, California 94404. The address of Templeton
Global Advisors Limited is Lyford Cay, P.O. Box N-7759, Nassau,
Bahamas.

(6) As reported in Amendment No. 1 to Statement on Schedule 13G filed with
the Commission on February 8, 2000. The address of ICM Asset
Management, Inc. is 601 W. Main Avenue, Suite 600, Spokane, Washington
99201.

(7) As reported in a Statement on Schedule 13G filed with the Commission on
February 3, 2000. The address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California.

(8) J. Landis Martin, Joseph S. Compofelice and Andrew R. Dixey are the
holders of 3,000, 2,000 and 5,500, respectively, of the 6-5/8%
Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities (the "TIMET Trust Securities") of the TIMET Capital Trust I.
See "Ownership of TIMET Trust Securities" below. Such TIMET Trust
Securities are convertible into 4,017, 2,678 and 7,365 shares of TIMET
Common Stock, respectively, which amounts are included in the TIMET
Common Stock ownership numbers shown for Mr. Martin, Mr. Compofelice
and Mr. Dixey. No other director, nominee for director or executive
officer of TIMET is known to hold any TIMET Trust Securities.

(9) The shares of TIMET Common Stock shown as beneficially owned by Mr.
Compofelice include 34,700 shares that Mr. Compofelice has the right to
acquire by the exercise of stock options within 60 days of the Record
Date under the TIMET Stock Incentive Plan. The balance of the shares of
TIMET Common Stock shown as beneficially owned by Joseph S. Compofelice
are held by Mr. Compofelice and his wife as joint tenants.

9
<PAGE> 13

(10) The shares of TIMET Common Stock shown as beneficially owned by Edward
C. Hutcheson, Jr. include 7,750 shares that Mr. Hutcheson has the right
to acquire by the exercise of stock options within 60 days of the
Record Date under the Director Compensation Plan.

(11) The shares of TIMET Common Stock shown as beneficially owned by J.
Landis Martin include (i) 400 shares held by Mr. Martin's daughters,
beneficial ownership of which is disclaimed by Mr. Martin, and (ii)
98,400 shares that Mr. Martin has the right to acquire by the exercise
of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan.

(12) The shares of TIMET Common Stock shown as beneficially owned by Glenn
R. Simmons include 5,000 shares that Mr. Simmons has the right to
acquire by the exercise of stock options within 60 days of Record Date
under the Director Compensation Plan.

(13) The shares of TIMET Common Stock shown as beneficially owned by Gen.
Thomas P. Stafford include 7,750 shares that Gen. Stafford has the
right to acquire by the exercise of stock options within 60 days of
Record Date under the Director Compensation Plan.

(14) The shares of TIMET Common Stock shown as beneficially owned by Charles
H. Entrekin, Jr., Ph.D. include 9,600 shares that Dr. Entrekin has the
right to acquire by the exercise of stock options within 60 days of the
Record Date under the TIMET Stock Incentive Plan.

(15) Of the shares of TIMET Common Stock shown as beneficially owned by
Charles H. Entrekin, Jr., Ph.D., Robert E. Musgraves, and Andrew R.
Dixey, 10,000 shares, 6,400 shares, and 22,465 shares (of which 7,365
shares of Mr. Dixey's total are represented by TIMET Trust Securities),
respectively, are pledged to TIMET to secure repayment of loans from
TIMET to such individuals the proceeds of which were used by each to
purchase such shares. See "Proposal 2--Executive Stock Ownership Loan
Plan."

(16) The shares of TIMET Common Stock shown as beneficially owned by Robert
E. Musgraves include (i) 200 shares held by other members of Mr.
Musgraves' household, beneficial ownership of which is disclaimed by
Mr. Musgraves, and (ii) 17,400 shares that Mr. Musgraves has the right
to acquire by the exercise of stock options within 60 days of the
Record Date under the TIMET Stock Incentive Plan.

(17) The shares of TIMET Common Stock shown as beneficially owned by Mark A.
Wallace include 24,000 shares that Mr. Wallace has the right to acquire
by the exercise of stock options within 60 days of the Record Date
under the TIMET Stock Incentive Plan.

(18) William C. Acton resigned as an executive officer of TIMET effective
March 5, 1999.

(19) Andrew R. Dixey resigned as an executive officer of TIMET effective
February 4, 2000. The shares of TIMET Common Stock shown as
beneficially owned by Mr. Dixey include 63,000 shares that Mr. Dixey
has the right to acquire by the exercise of stock options within 60
days of the Record Date under the TIMET Stock Incentive Plan.

(20) The shares of TIMET Common Stock shown as beneficially owned by "All
Current Directors and Executive Officers as a group" include 212,400
shares that members of this group have the right to acquire by the
exercise of stock options within 60 days of the Record Date under the
TIMET Stock Incentive Plan or the TIMET Director Compensation Plan.

TIMET understands that Tremont and related entities may consider acquiring or
disposing of shares of TIMET Common Stock through open-market or privately
negotiated transactions, depending upon future developments, including, but not
limited to, the availability and alternative uses of funds, the performance of
TIMET Common Stock in the market, an assessment of the business of and prospects
for TIMET, financial and stock market conditions and other factors. TIMET may
similarly consider such acquisitions of shares of TIMET Common Stock and
acquisition or disposition of securities issued by related parties. TIMET does
not, and understands that Tremont also does not, presently

10
<PAGE> 14

intend to engage in any transaction or series of transactions that would result
in the TIMET Common Stock's becoming eligible for termination of registration
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
ceasing to be traded on a national securities exchange.

OWNERSHIP OF TREMONT COMMON STOCK

By virtue of the share ownership described above, for purposes of the
Commission's regulations, Tremont may be deemed to be the parent of TIMET. The
following table and accompanying notes set forth the beneficial ownership, as of
the Record Date, of Tremont Common Stock held by (i) each director or nominee
for director of TIMET, (ii) each current or former executive officer identified
in the table under the heading "Ownership of TIMET Common Stock" and (iii) all
current directors and executive officers of TIMET as a group. Except as set
forth below and under the heading "Ownership of TIMET Trust Securities" below,
no securities of TIMET's subsidiaries or less than majority owned affiliates are
beneficially owned by any director, nominee for director or executive officer of
TIMET. All information has been taken from or is based upon, ownership filings
made by such persons with the Commission or upon information provided by such
persons to TIMET or Tremont.

OWNERSHIP OF TREMONT COMMON STOCK

Tremont Common Stock
-----------------------------------
Amount and Nature
of
Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------- ------------------- ------------

<S> <C> <C>
DIRECTORS
Joseph S. Compofelice (3) 5,000 --
Edward C. Hutcheson, Jr -0- --
J. Landis Martin (4) 210,428 3.2%
Glenn R. Simmons (5) 534 --
Gen. Thomas P. Stafford (6) 4,000 --
Steven L. Watson 6,274 --
--
OTHER NAMED EXECUTIVE OFFICERS (CURRENT)
Charles H. Entrekin, Jr., Ph.D -0- --
Robert E. Musgraves (7) 11,500 --
Mark A. Wallace 66 --

OTHER NAMED EXECUTIVE OFFICERS (FORMER)
William C. Acton -0- --
Andrew R. Dixey -0- --
--
ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AS
A GROUP (10 persons) (3)(4)(5)(6)(7)(8) 237,802 3.7%
</TABLE>

- -------------

(1) All beneficial ownership is sole and direct unless otherwise noted.

11
<PAGE> 15

(3) The shares of Tremont Common Stock shown as beneficially owned by
Joseph S. Compofelice include 5,000 shares that Mr. Compofelice has the
right to acquire by exercise of stock options within 60 days of the
Record Date under the Tremont 1988 Long Term Performance Incentive Plan
(the "Tremont Stock Incentive Plan").

(4) The shares of Tremont Common Stock shown as beneficially owned by J.
Landis Martin include: (i) 60,000 shares that Mr. Martin has the right
to acquire by exercise of stock options within 60 days of the Record
Date under the Tremont Stock Incentive Plan, and (ii) 520 shares held
for the benefit of Mr. Martin under the Savings Plan for Employees of
NL. Such shares also include (iii) 1,800 shares held by Mr. Martin's
wife, (iv) 2,400 shares held by the Martin's Children Trust No. II of
which Mr. Martin is trustee, and (v) 100 shares held by one of Mr.
Martin's daughters, with respect to all of which shares beneficial
ownership is disclaimed by Mr. Martin.

(5) The shares of Tremont Common Stock shown as beneficially owned by Glenn
R. Simmons include 515 shares held by Mr. Simmons' individual
retirement account.

(6) The shares of Tremont Common Stock shown as beneficially owned by Gen.
Thomas P. Stafford include 4,000 shares that Gen. Stafford has the
right to acquire by the exercise of stock options within 60 days of the
Record Date under the Tremont Corporation 1992 Non-Employee Director
Stock Option Plan ("Tremont Director Plan").

(7) The shares of Tremont Common Stock shown as beneficially owned by
Robert E. Musgraves represent shares that Mr. Musgraves has the right
to acquire by the exercise of stock options within 60 days of the
Record Date under the Tremont Stock Incentive Plan.

(8) The shares of Tremont Common Stock shown as beneficially owned by all
current directors and executive officers as a group include 80,500
shares that members of this group have the right to acquire by the
exercise of stock options within 60 days of the Record Date under the
Tremont Stock Incentive Plan or the Tremont Director Plan.

OWNERSHIP OF TIMET TRUST SECURITIES

The TIMET Capital Trust I (the "TIMET Trust") is a statutory business trust
formed under the laws of the State of Delaware, all of whose common securities
are owned by TIMET. The TIMET Trust Securities represent undivided beneficial
interests in the TIMET Trust. The TIMET Trust exists for the sole purpose of
issuing the TIMET Trust Securities and investing in an equivalent amount of
6-5/8% Convertible Junior Subordinated Debentures due 2026 (the "Debentures") of
TIMET. The TIMET Trust Securities are convertible, at the option of the holder
thereof, into an aggregate of approximately 5.4 million shares of TIMET Common
Stock at a conversion rate of 1.339 shares of TIMET Common Stock for each TIMET
Trust Security. TIMET has, in effect, fully and unconditionally guaranteed
repayment of all amounts due on the TIMET Trust Securities.

The TIMET Trust Securities were issued pursuant to an offering exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). Pursuant to an agreement with the original purchasers of the TIMET Trust
Securities, TIMET has filed a registration statement (the "BUCS Registration
Statement") under the Securities Act to register, among other things, the TIMET
Trust Securities, the Debentures, the TIMET Common Stock issuable upon the
conversion of the TIMET Trust Securities, and certain other shares of TIMET
Common Stock that are held by, or may be acquired by, Tremont. See "Certain
Relationships and Transactions--Contractual Relationships--Registration Rights"
below. Except as set forth in note (8) to the table under the heading "Ownership
of TIMET Common Stock" above, no director, nominee for director or executive
officer of TIMET is known to hold any TIMET Trust Securities.

12
<PAGE> 16

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION OF EXECUTIVE OFFICERS

The following table and accompanying notes set forth certain information
regarding the compensation paid by TIMET to (i) TIMET's Chief Executive Officer,
(ii) TIMET's four other most highly compensated executive officers serving as
executive officers at the end of the last completed fiscal year, and (iii) one
former executive officer for whom disclosures would have been provided in
category (ii) above but for the fact that he was not serving as an executive
officer at the end of the last completed fiscal year, in each case for services
rendered during each of the fiscal years 1997, 1998 and 1999 (regardless of the
year in which actually paid).

SUMMARY COMPENSATION TABLE (1)(2)
<TABLE>
<CAPTION>

Long Term
Compensation
Awards
Securities
Annual Compensation Underlying All Other
Name and Principal Position Year Salary ($) Bonus($)(3) Options (#) Compensation ($) (4)
- ---------------------------------------- --------- --------- --------- --------- -------------------

<S> <C> <C> <C> <C> <C>
J. Landis Martin (5) 1999 500,000 -0- 111,000 9,760
Chairman of the Board and 1998 500,000 265,000 75,000 14,560
Chief Executive Officer
1997 500,000 565,000 60,000 19,827

Other Named Executive Officers (Current)

Charles H. Entrekin, Jr., Ph.D. (6) 1999 200,000 40,000 18,000 10,096
Vice President; President-- 1998 150,000 33,000 9,000 9,707
North American Operations
1997 135,000 51,500 -0- 10,242

Robert E. Musgraves (7) 1999 225,000 45,000 27,000 8,773
Vice President, General Counsel 1998 175,000 84,000 15,000 13,108
and Secretary
1997 160,000 107,600 15,000 13,185

Mark A. Wallace (8) 1999 200,000 40,000 30,000 7,453
Vice President--Strategic Change 1998 150,000 72,000 15,000 10,093
& Information Technology
1997 150,000 98,750 12,000 11,575

Other Named Executive Officers (Former)

William C. Acton (9) 1999 34,615 -0- -0- 301,399
Vice President; President-- 1998 200,000 80,000 9,000 13,262
North American Mill Operations
1997 200,000 106,726 -0- 11,339

Andrew R. Dixey (10) 1999 300,000 -0- 54,000 35,565
President and Chief 1998 300,000 159,000 36,000 47,273
Operating Officer
1997 300,000 339,000 36,000 26,831
</TABLE>

- ---------------
(1) Columns required by the regulations of the Commission that would
contain no entries have been omitted.

13
<PAGE> 17

(2) J. Landis Martin, Robert E. Musgraves, and Mark A. Wallace also
currently serve as executive officers of Tremont. The amounts shown as
salary and bonus for Mr. Martin, Mr. Musgraves and Mr. Wallace
represent the full amount paid by TIMET for services rendered by such
persons on behalf of TIMET and Tremont during 1997, 1998 and 1999.
Pursuant to an intercorporate services agreement, Tremont reimbursed
TIMET for approximately 10% of the TIMET salary and regular bonus of
each of Mr. Martin and Mr. Musgraves for 1997, 1998, and 1999, and of
Mr. Wallace for January through May 1997 (plus, in each case, a
proportionate share of applicable estimated fringe benefits and
overhead expense for each) as follows:

Year Martin Musgraves Wallace
---- ------ --------- -------
<S> <C> <C> <C>
1999 $ 60,000 $32,760 -0-
1998 $ 91,800 $31,080 -0-
1997 $ 128,000 $31,872 $10,000
</TABLE>

TIMET expects that Mr. Martin, Mr. Musgraves and Mr. Wallace will each
devote approximately 10% of his total TIMET/Tremont time during 2000 to
Tremont matters. Accordingly, it is anticipated that Tremont will
reimburse TIMET for such proportionate percentage of the 2000 salary
and regular bonus paid by TIMET to such individuals (plus a
proportionate share of applicable estimated fringe benefits and
overhead expense for each) pursuant to an intercorporate services
agreement. See "Certain Relationships and Related
Transactions--Contractual Relationships--Tremont Intercorporate
Services Agreement" below.

(3) Under TIMET's variable incentive compensation plan applicable to Mr.
Acton, Dr. Entrekin, Mr. Musgraves and Mr. Wallace (the "Employee Cash
Incentive Plan"), a portion of the compensation payable to such
individuals under the plan is based upon TIMET's financial performance,
while the balance is based on the assessed performance of the
individual officer. Mr. Acton's participation in the Employee Cash
Incentive Plan commenced in June 1997. For a portion of 1997, Mr.
Acton's bonus was determined under a separate plan maintained by
TIMET's subsidiary, Titanium Hearth Technologies, Inc. ("THT").
Payments under the THT plan were based upon a comparison of that unit's
operating performance against business plan. For 1997, Mr. Acton's
bonus included a prorated portion of his bonus under the THT plan
($29,770) and a prorated portion of his bonus under the Employee Cash
Incentive Plan ($76,956).

Mr. Martin participates and, for the years shown, Mr. Dixey
participated in TIMET's Senior Executive Cash Incentive Plan (the
"Senior Executive Cash Incentive Plan"). Such plan provides for
payments based solely upon TIMET's financial performance. Participation
in this plan is in lieu of participation in the Employee Cash Incentive
Plan.

Except as noted in note (5) below, the amounts shown in the "Bonus"
column represent amounts paid under the Employee Cash Incentive Plan or
the Senior Executive Cash Incentive Plan, as applicable to such
individual.

(4) Except with respect to Mr. Acton (see note (9) below) and Mr. Dixey,
"All Other Compensation" amounts represent (i) matching contributions
made or accrued by TIMET pursuant to the savings feature of TIMET's
Retirement Savings Plan, (ii) retirement contributions made or accrued
by TIMET pursuant to the Retirement Savings Plan, and (iii) life
insurance premiums paid by TIMET, as follows:

14
<PAGE> 18

Year Martin Entrekin Musgraves Wallace Acton
---- ------ -------- --------- ------- -----

<S> <C> <C> <C> <C> <C> <C>
Savings Match ($) 1999 1,600 3,946 1,600 1,600 -0-
1998 6,400 3,911 6,400 4,501 6,441
1997 11,667 4,565 6,477 5,983 5,222

Retirement 1999 8,160 4,800 5,920 4,800 333
Contribution ($)
1998 8,160 4,500 5,920 4,800 5,248
1997 8,160 4,800 5,920 4,800 4,800

Life Insurance ($) 1999 -0- 1,350 1,253 1,053 1,066
1998 -0- 1,296 788 792 1,573
1997 -0- 877 788 792 1,317
</TABLE>

For Mr. Dixey, "All Other Compensation" represents the amount
contributed or accrued by TIMET's wholly owned subsidiary, TIMET UK,
Ltd. ("TIMET UK"), with respect to Mr. Dixey's TIMET UK supplemental
pension plan. See "Pension Plans" below.

(5) Mr. Martin was named President in January 2000, in addition to his
positions as Chairman and Chief Executive Officer. The amounts shown as
"Bonus" for Mr. Martin do not reflect any portion of the previously
reported special bonus of $2 million awarded by Tremont in 1996, of
which $900,000 was paid in 1997 and the remaining balance of $145,000
was paid in 1998 (with interest on the unpaid balances in 1997 and 1998
at 8.75% per annum). Mr. Martin also served as an officer of NL during
1997-1999 and was compensated directly by NL for such services.

(6) Dr. Entrekin was named Executive Vice President--Commercial in January
2000.

(7) Mr. Musgraves was named Executive Vice President in January 2000, in
addition to his positions as General Counsel and Secretary.

(8) Mr. Wallace was named Executive Vice President, Chief Financial Officer
and Treasurer in January 2000.

(9) Mr. Acton resigned as an executive officer of TIMET effective March 5,
1999. The amount shown for Mr. Acton for "All Other Compensation" for
1999 includes a severance payment of $300,000 that was paid to Mr.
Acton upon his resignation pursuant to a prior written agreement.

(10) Mr. Dixey resigned as an executive officer of TIMET effective February
4, 2000. The amounts shown for 1997, 1998 and 1999 represent amounts
paid or accrued either by TIMET or TIMET UK. The portion of Mr. Dixey's
compensation paid by TIMET UK was paid in British Pounds Sterling. The
exchange rate used was (pound)1 = $1.64 for 1997, (pound)1 = $1.66 for
1998 and (pound)1 = $1.62 for 1999.

PENSION PLANS

The TIMET UK Limited Pension Plan (the "TIMET UK Pension Plan") covers
substantially all of TIMET UK's senior salaried employees. Such employees
generally became eligible to receive a retirement benefit under such plan after
completion of two years of service. Benefits under the TIMET UK Pension Plan are
generally formulated on the basis of a straight-line annuity based upon the
number of years of pensionable service credited to the participant, up to a
maximum of 32 years, divided by 48 years and multiplied by the final pensionable
pay of the participant after deducting a basic state pension offset. Final
pensionable pay is calculated using the average pay during the three years of
employment in which the individual's pay was the highest.

The following table lists annual benefits under the TIMET UK Pension Plan for
the pensionable pay and years of pensionable service set forth below:

15
<PAGE> 19

Years of Pensionable Service
------------------------------------------------------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
Final Pensionable Pay ((pound))
(maximum of(pound)90,600) 24,842 34,279 43,717 53,154 56,929
</TABLE>

Final pensionable pay pursuant to the TIMET UK Pension Plan is capped at
(pound)90,600. Andrew R. Dixey is the only executive named in the Summary
Compensation Table who participates in the TIMET UK Pension Plan. Since Mr.
Dixey's compensation exceeds the earnings cap under the TIMET UK Pension Plan,
his pensionable pay under the TIMET UK Pension Plan is equal to the earnings
cap. As of December 31, 1999, Mr. Dixey was credited with approximately four
years of pensionable service under the TIMET UK Pension Plan.

In addition to the TIMET UK Pension Plan, Mr. Dixey participates in a
supplemental pension plan through TIMET UK. The TIMET UK supplemental plan
requires monthly contributions by TIMET UK of 20% of that portion of Mr. Dixey's
basic monthly salary that exceeds the TIMET UK Pension Plan earnings cap. Upon
Mr. Dixey's retirement, TIMET UK's contributions to the plan are required to be
paid to Mr. Dixey.

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table and accompanying notes provide information, with respect to
the executive officers of TIMET named in the "Summary Compensation Table" above,
concerning the grant of stock options under the TIMET Stock Incentive Plan
during fiscal year 1999. No stock appreciation rights ("SARs") have been granted
under the TIMET Stock Incentive Plan. Mr. Acton was granted no stock options
under the TIMET Stock Incentive Plan during fiscal year 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of
Number of Options Stock Price
Securities Granted to Exercise Appreciation for
Underlying Employees or Base Option Term ($) (3)
Date of Options in Fiscal Price (2) Expiration -------------------
Name Grant Granted (1) Year ($/Share) Date 5% 10%
- ---- ----- ----------- ---- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
J. Landis Martin 2/23/99 37,000 7.97 2/23/2009 185,455 469,979
37,000 8.97 2/23/2009 148,455 432,979
37,000 17.9% 9.97 2/23/2009 111,455 395,979

Charles H. Entrekin, Jr., 2/23/99 6,000 7.97 2/23/2009 30,074 76,213
Ph.D. 6,000 8.97 2/23/2009 24,074 70,213
6,000 2.9% 9.97 2/23/2009 18,074 64,213

Robert E. Musgraves 2/23/99 9,000 7.97 2/23/2009 45,111 114,319
9,000 8.97 2/23/2009 36,111 105,319
9,000 4.4% 9.97 2/23/2009 27,111 96,319

Mark A. Wallace 2/23/99 10,000 7.97 2/23/2009 50,123 127,021
10,000 8.97 2/23/2009 40,123 117,021
10,000 4.8% 9.97 2/23/2009 30,123 107,021

Andrew R. Dixey 2/23/99 18,000 7.97 2/23/2009 90,221 228,638
18,000 8.97 2/23/2009 72,221 210,638
18,000 8.7% 9.97 2/23/2009 54,221 192,638
</TABLE>

16
<PAGE> 20

(1) Options become exercisable 40% on the second anniversary of the date of
grant and 20% on each of the third, fourth, and fifth anniversaries of
such date.

(2) The exercise price of $7.97 per share represents the "fair market
value" of TIMET Common Stock on the grant date, calculated as the mean
of the highest and lowest sales prices on such date (the "Grant Date
FMV"). The exercise prices of $8.97 and $9.97 per share represent the
Grant Date FMV plus $1.00 and $2.00 per share, respectively.

(3) Pursuant to the rules of the Commission, these amounts reflect the
calculations at assumed 5% and 10% appreciation rates from the Grant
Date FMV. Such calculations are not intended to forecast future
appreciation, if any, and do not necessarily reflect the actual value,
if any, that may be realized. The actual value of such options, if any,
would be realized only upon the exercise of such options and will
depend upon the actual future performance of TIMET Common Stock. No
assurance can be made that the amounts reflected in these columns will
be achieved. The potential realizable value was computed as the
difference between the appreciated value (at the end of the ten-year
term of the options) of TIMET Common Stock into which the identified
stock options are exercisable and the aggregate exercise price of such
options. The appreciated value per share at the end of the ten-year
term would be $12.98 and $20.67 at the assumed 5% and 10% appreciation
rates, respectively.

STOCK OPTION EXERCISES AND HOLDINGS

Prior to 1996, the executive officers of TIMET were granted stock options
pursuant to the Tremont Stock Incentive Plan, and, since 1996, have been granted
stock options pursuant to the TIMET Stock Incentive Plan. The following table
and accompanying notes provide information, with respect to the executive
officers of TIMET listed in the Summary Compensation Table above, concerning the
exercise of TIMET and Tremont stock options during the last fiscal year and the
value of unexercised TIMET and Tremont stock options held as of December 31,
1999. None of Mr. Dixey, Mr. Wallace, Dr. Entrekin or Mr. Acton holds any
Tremont stock options, and Mr. Acton does not hold any TIMET stock options. No
SARs have been granted under the TIMET Stock Incentive Plan or the Tremont Stock
Incentive Plan. TIMET has previously agreed to reimburse Tremont for the
difference between the market price of Tremont Common Stock on the date of
exercise of a Tremont stock option held by a TIMET employee (up to $16.625 per
share) and the exercise price of such option. See also "Certain Relationships
and Transactions--Contractual Relationships--Option Reimbursement Agreement"
below.

AGGREGATED OPTION EXERCISES IN 1999 AND 12/31/99 OPTION VALUES

<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying In-the-Money
Unexercised Options Options at 12/31/99
Shares at 12/31/99 (#) ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized($) Unexercisable Unexercisable
- ---- ------------ ----------- ------------- -------------------

<S> <C> <C> <C> <C>
TIMET
J. Landis Martin -0- -0- 98,400/201,600 -0-/-0-
Charles H. Entrekin, Jr., Ph.D. -0- -0- 9,600/27,400 -0-/-0-
Robert E. Musgraves -0- -0- 17,400/49,200 -0-/-0-
Mark A. Wallace -0- -0- 24,000/51,000 -0-/-0-
Andrew R. Dixey -0- -0- 63,000/108,000 -0-/-0-

TREMONT
J. Landis Martin -0- -0- 60,000/-0- 322,500/-0-
Robert E. Musgraves -0- -0- 11,500/-0- 54,094/-0-
</TABLE>

17
<PAGE> 21

SEVERANCE ARRANGEMENTS

In 1999, the Company adopted a policy applicable to certain executive officers
of the Company, including Mr. Martin, Mr. Musgraves and Mr. Wallace, providing
that the following payments will be made to each such individual in the event
his or her employment is terminated by TIMET without cause (as defined in the
policy) or such individual terminates his or her employment with TIMET for good
reason (as defined in the policy): (i) one times such individual's annual TIMET
base salary paid in the form of salary continuation; (ii) prorated bonus for the
year of termination; and (iii) certain other benefits.

Dr. Entrekin is party to an agreement with TIMET's wholly owned subsidiary,
Titanium Hearth Technologies, Inc., providing for payment of one times Dr.
Entrekin's salary as a lump sum and certain other benefits in the event his
employment is terminated without cause (as defined in the agreement) or Dr.
Entrekin terminates his employment for good reason (as defined in the
agreement).

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Company's Board of Directors presents the
following report on executive compensation.

The Compensation Committee is composed of directors who are neither officers nor
employees of the Company, its subsidiaries or affiliates and who are not
eligible to participate in any of the employee benefit plans administered by it.
The Compensation Committee reviews and recommends compensation policies and is
responsible for approving all compensation paid directly by the Company to the
Company's executive officers other than base salary of the Chief Executive
Officer (the "CEO"). Any action regarding the base salary of the CEO is reviewed
and approved by the Board after recommendation by the Compensation Committee.

COMPENSATION PROGRAM OBJECTIVES

The Compensation Committee believes that the Company's primary goal is to
increase stockholder value, as measured by dividends paid on and appreciation in
the value of the Company's equity securities. It is the Compensation Committee's
policy that compensation programs be designed to attract, retain, motivate and
reward employees, including executive officers, who can lead the Company in
accomplishing this goal. It is also the Compensation Committee's policy that
compensation programs maintain a strong risk/reward ratio, with a large
component of cash compensation being tied to the Company's financial results,
creating a performance-oriented environment that rewards employees for achieving
pre-set financial performance levels and increasing stockholder value, thereby
contributing to the long-term success of the Company.

During 1999, the Company's compensation program with respect to its executive
officers, including the CEO, consisted of three primary components: base salary,
variable compensation based upon Company and, in certain cases, individual
performance, and non-cash incentive compensation in the form of stock options
granted under the TIMET Stock Incentive Plan.

BASE SALARIES

The Compensation Committee, in consultation with the CEO, reviews base salaries
for the executive officers other than the CEO generally no more frequently than
annually. The CEO's recommendation and the Compensation Committee's actions in
1999 regarding base salaries were based primarily upon a subjective evaluation
of past and potential future individual performance and contributions, changes
in individual responsibilities, and alternative opportunities that might be
available to the executives in question. Also reviewed was compensation data
from companies employing executives in positions similar to those whose salaries
were being reviewed, as well as market conditions for executives in

18
<PAGE> 22

general with similar skills, background and performance, both inside and outside
of the metals industry (such companies included companies contained in the peer
group index plotted on the Performance Graph following this report), and other
companies with similar financial and business characteristics as the Company, or
where the executive in question has similar responsibilities.

Effective January 1, 1999, based upon the foregoing principles and the
recommendation of the CEO, the Compensation Committee approved base salary
increases for three of the executives, including the increases for Dr. Entrekin,
Mr. Musgraves and Mr. Wallace, reflected in the Summary Compensation Table.

CASH INCENTIVE PLANS

Awards under TIMET's Employee Cash Incentive Plan represent a significant
portion of the potential annual cash compensation to employees of TIMET (from 0%
to 54% of base salary for 1999, depending upon the position held by such
employee) and consist of a combination of awards based on the financial
performance of TIMET and, in some cases, on individual performance. All of the
company's executive officers, other than Mr. Martin and Mr. Dixey, were eligible
to receive benefits under the Employee Cash Incentive Plan for 1999.

Potential awards under the Employee Cash Incentive Plan attributable solely to
the performance of TIMET in 1999 were based on TIMET's achieving certain pre-set
return on equity (ROE) goals, which the Company believes should increase
stockholder value over time if they are met. Performance levels are tied to the
Company's corporate-wide ROE as follows:

Performance
ROE Level
------------------------------------
<S> <C>
less than 3% --
3%-6% A
6%-12% B
12%-24% C
over 24% D
</TABLE>

In 1999, the Company achieved a return on equity of less than 3%, as calculated
under the Employee Cash Incentive Plan, resulting in no
Company-performance-based payout.

An individual performance award may be made to an executive of TIMET under the
Employee Cash Incentive Plan if such executive's performance objectives were met
during the prior fiscal year. Payments made to participating Other Named
Executive Officers under this portion of the Employee Cash Incentive Plan for
services rendered in 1999 are included under the "Bonus" column of the Summary
Compensation Table.

In 1996, the Board established the Senior Executive Cash Incentive Plan, which
was approved by the Company's stockholders in 1997. This plan is currently
applicable only to Mr. Martin (and was applicable to Mr. Dixey from 1996-1999).
The Senior Executive Cash Inventive Plan provides for payments based solely upon
Company performance ranging between 0% for corporate returns on equity of less
than 10% up to 150% of base salary for corporate returns on equity at 30% or
greater. No payments were made to Mr. Martin and Mr. Dixey for 1999 under this
plan based upon the Company's return on equity of less than 10%.

Apart from the foregoing plans, the Compensation Committee or the Board may from
time to time award other bonuses as the Compensation Committee or Board deems
appropriate under either of their general authority or under a separate
discretionary plan.

19
<PAGE> 23

STOCK-BASED COMPENSATION

The TIMET Stock Incentive Plan supports the goal of the Compensation Committee
to maximize long-term stockholder value by providing for stock-based
compensation, the value of which is directly related to increases in stockholder
value. Stock option grants, in particular, are considered a significant element
of the Company's total compensation package for the CEO and the other executive
officers of the Company. The Compensation Committee believes that compensation
linked to stock price performance helps focus the executives' attention on
management of the Company from the stockholders' perspective.

Option grants are intended to provide incentives to increase stockholder value
in the future and to reward past performance by the executive. In 1999, the
Compensation Committee reviewed recommendations by the CEO regarding option
grants to executive officers. Options were granted to executive officers,
including the CEO, in the Compensation Committee's discretion based on a
subjective evaluation regarding each executive's performance and
responsibilities. Grants made in 1999 to Named Executive Officers are reported
in the table under the heading "Stock Option/SAR Grants in Last Fiscal Year"
above.

To help assure a focus on long-term creation of stockholder value, the
Compensation Committee generally grants ten-year options, which vest 40%, 20%,
20% and 20% on the second, third, fourth and fifth anniversary dates of the date
of grant, respectively. In 1999, the Compensation Committee granted options to
executive officers in three exercise price tranches. One-third of such options
granted in 1999 are exercisable at the fair market value of the Common Stock on
the date of grant. The remaining two-thirds of the options are exercisable at
levels that are above the market price on the date of grant. The purpose of
setting a portion of the option exercise price at above market levels is to
assure that the options will not have value unless a certain minimum return for
shares is achieved. See the table under the heading "Stock Option/SAR Grants
During Last Fiscal Year" above. Although permitted under the TIMET Stock
Incentive Plan, the Compensation Committee did not make or recommend any grants
of restricted stock, stock appreciation rights or other equity-based awards in
1999.

To encourage growth in stockholder value, the Compensation Committee believes
that executives who are in a position to make a substantial contribution to the
long-term success of the Company should have a significant stake in its ongoing
success. In 1998, the Committee recommended, and the full Board approved, a loan
program designed to assist executives in acquiring shares of Company stock by
providing market-based rates for the purpose of financing the purchase of the
stock. In 1999, executives borrowed a total of $150,000 to purchase an aggregate
of 32,925 shares of TIMET Common Stock and 5,500 beneficial unsecured
convertible securities (BUCS) in the open market. In view of the significant
decline in the Company's stock price, making compliance with the previously
adopted stock ownership guidelines impractical, and in light of recent changes
in senior management, the Committee recently determined that while it will
continue to encourage and promote significant Company stock ownership by
executives and will monitor executive ownership levels, it will no longer take
into consideration adherence to the ownership guidelines in making stock-based
incentive awards to any individual executive.

20
<PAGE> 24

TAX CODE LIMITATION ON EXECUTIVE COMPENSATION DEDUCTIONS

In 1993, Congress amended the Internal Revenue Code to impose a $1 million
deduction limit on compensation paid to the CEO and the four other most highly
compensated executive officers of public companies, subject to certain
transition rules and exceptions for compensation received pursuant to
non-discretionary performance-based plans approved by such company's
stockholders. The Company's stockholders have previously approved the TIMET
Stock Incentive Plan and the Senior Executive Cash Incentive Plan. Therefore,
the Compensation Committee believes that payments made pursuant to these two
plans qualify for exemption from the deductibility limit as "performance-based
compensation." The Compensation Committee does not currently believe that any
other existing compensation program of the Company could give rise to a
deductibility limitation at current executive compensation levels. The
Compensation Committee intends to periodically review the compensation plans of
the Company to determine whether further action in respect of this limitation is
warranted.

CHIEF EXECUTIVE OFFICER COMPENSATION

No changes to the compensation of Mr. Martin, as Chairman and CEO, were proposed
or made for 1999.

The foregoing report on executive compensation has been furnished by the
Company's Compensation Committee of the Board of Directors.

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
Edward C. Hutcheson, Jr. (Chairman)
General Thomas P. Stafford

21
<PAGE> 25

PROPOSAL 2 - EXECUTIVE STOCK OWNERSHIP LOAN PLAN

GENERAL

The Board believes that it is important for the executive officers of the
Company to have a meaningful stake in the Company by purchasing equity of the
Company, in order to align the interests of the executive officers with the
interests of the Company's stockholders. Therefore, the Compensation Committee
previously established certain equity ownership goals for executive officers. In
order to assist the executive officers in reaching these goals, in 1998, the
Compensation Committee and the Board each voted unanimously to establish the
Titanium Metals Corporation Executive Stock Ownership Loan Plan (the "Loan
Plan") to provide loans to executives at market-based interest rates for the
sole purpose of purchasing Company securities.

The following summary of the Loan Plan is qualified in its entirety by reference
to the complete text of the Loan Plan, a copy of which is attached to this Proxy
Statement as Appendix A.

SUMMARY DESCRIPTION OF THE LOAN PLAN

The Loan Plan applies only to those TIMET employees determined to be eligible by
the Compensation Committee from time to time. It is currently applicable only to
the five executive officers of the Company (including the current Other Named
Executive Officers identified in the Summary Compensation Table above). The Loan
Plan is administered by the Compensation Committee. The Loan Plan may be amended
by action of the Compensation Committee or the Board.

Under the Loan Plan, loans may be made by the Company or a wholly owned
subsidiary formed for that purpose. Proceeds from loans made under the Loan Plan
may be used only to purchase TIMET securities. Each executive may borrow up to
50% of his or her base salary per calendar year and 200% of such base salary in
the aggregate. TIMET's current credit agreement limits the aggregate amount of
loans that may be outstanding at any one time to $5,000,000 ($2,000,000 in the
event "excess availability," as calculated under that agreement, is less than
$25,000,000). Interest on outstanding loans is fixed at a rate equal to .0625%
per annum above TIMET's effective borrowing rate at the time of the loan,
subject to annual adjustment using the same formula, and is payable quarterly.
The effective interest rate in 1999 for loans under this program was 5.625% and
is approximately 7.7% for 2000. Principal is repayable in equal annual
installments commencing on the sixth anniversary of a loan. The term of a loan
will be accelerated in the event of the termination of a borrower's employment.
Repayment of each loan is secured by the TIMET securities purchased with the
loan proceeds. In the event of default under a loan, the interest rate on the
loan is increased to 3% per annum above TIMET's effective borrowing rate at the
time of default. A borrower may under certain limited circumstances sell all or
a portion of the loan collateral; provided that after such sale the ratio of the
remaining loan principal to the value of the remaining collateral is the same as
or better than it was prior to the sale of the collateral. The loans are "full
recourse" to the executive personally, except that in the case of a sale of all
of the collateral by TIMET upon an event of default or upon the termination of
the executive's employment, whether for cause or otherwise, the executive's
personal liability for repayment of the loan is limited to 70% of the principal
amount remaining after application of the proceeds from the sale of the stock.

PREVIOUS LOANS UNDER THE LOAN PLAN

TIMET commenced lending under the Loan Plan in 1998 A summary of the loans made
under the Loan Plan from its inception through the Record Date is set forth
below. Neither of Mr. Christian Leonhard, TIMET's Executive Vice
President--Operations, nor Mr. Mark A. Wallace, TIMET's Executive Vice President
and Chief Financial Officer, has borrowed under the Loan Plan.

22
<PAGE> 26

TIMET EXECUTIVE STOCK OWNERSHIP LOAN PLAN

Loans Made Principal
Prior to March Outstanding
22, 2000 ($) as of March
Name Position 22, 2000 ($)
---- -------- ------------

<S> <C> <C> <C>
CURRENT EXECUTIVE OFFICERS
Charles H. Entrekin, Jr., Ph.D. Executive Vice President--Commercial 46,755 46,755

J. Landis Martin Chairman of the Board, President and 238,685
Chief Executive Officer -0-

Robert E. Musgraves Executive Vice President, General Counsel 87,461 87,461
and Secretary

FORMER EXECUTIVE OFFICERS
Joseph S. Broz, Ph.D. Former Vice President--Corporate 41,133 41,133
Development & Technology

Andrew R. Dixey Former President and Chief Operating 150,000 150,000
Officer

Leslie P. Lundberg Former Vice President--Human Resources 60,131 60,131

John P. Monahan Former Vice President; President--Global 75,000 75,000
Service Center Operations

J. Thomas Montgomery, Jr. Former Vice President--Finance & Treasurer 75,000 75,000
</TABLE>

In March 2000, the Compensation Committee and the TIMET Board approved an
extension of the repayment terms for Dr. Broz, Mr. Dixey, Ms. Lundberg, Mr.
Monahan and Mr. Montgomery until the earlier of five years after termination of
employment or the date on which the stock collateral could be sold and the loan
fully liquidated at no loss. Any accrued interest during such period may be
deferred, in which case it will be added to the principal amount outstanding.

APPROVAL OF THE LOAN PLAN BY TIMET STOCKHOLDERS

The Board has determined that it is desirable for TIMET's Loan Plan to operate
as an "eligible plan" under the margin loan provisions of Regulation U, and for
TIMET, or a special purpose subsidiary of TIMET, to function as a "plan lender"
under Regulation U, in order to permit maximum flexibility in administering the
Loan Plan in a manner consistent with margin lending regulations. Such
regulations require approval of the Company and the Company's stockholders in
order to comply with the provisions of Regulation U. Therefore, TIMET is
presenting the Loan Plan to stockholders for their consideration and approval at
the Meeting as an eligible plan under Regulation U.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF TIMET COMMON
STOCK PRESENT (IN PERSON OR BY PROXY) AND ENTITLED TO VOTE AT THE MEETING IS
NECESSARY TO CONSTITUTE APPROVAL OF THE TIMET EXECUTIVE STOCK OWNERSHIP LOAN
PLAN BY STOCKHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE TIMET EXECUTIVE STOCK OWNERSHIP LOAN PLAN.

23
<PAGE> 27

PERFORMANCE GRAPH

Set forth below is a line graph comparing, for the period commencing June 5,
1996 (the date upon which TIMET Common Stock was first registered under Section
12 of the Exchange Act) through December 31, 1999, the cumulative total
stockholder return on TIMET Common Stock against the cumulative total return of
(a) the S&P Composite 500 Stock Index and (b) a self-selected peer group,
comprised solely of RTI International Metals, Inc. (NYSE: RTI) (formerly RMI
Titanium Company), the principal U.S. competitor of TIMET in the titanium metals
industry for which meaningful, same-period stockholder return information is
available. The graph shows the value at December 31 of each year, assuming an
original investment of $100 in each and reinvestment of cash dividends and other
distributions to stockholders.

COMPARISON OF CUMULATIVE RETURN AMONG TITANIUM METALS CORPORATION,
S&P COMPOSITE 500 STOCK INDEX AND SELF-SELECTED PEER GROUP

[GRAPH]

<TABLE>
<CAPTION>
06/04/1996 12/31/1996 12/31/1997 12/31/1998 12/31/1999
<S> <C> <C> <C> <C> <C>
TIMET $100 $143 $126 $ 37 $ 20
RTI 100 145 104 72 39
S&P 500 100 111 149 191 231
</TABLE>

24
<PAGE> 28

CERTAIN RELATIONSHIPS AND TRANSACTIONS

RELATIONSHIPS WITH RELATED PARTIES

As set forth under the heading "Security Ownership" above, TIMET may be deemed
to be controlled by Harold C. Simmons. Tremont and other entities that may be
deemed to be controlled by or related to Mr. Simmons sometimes engage in (a)
intercorporate transactions with related companies such as guarantees,
management and expense sharing arrangements, shared fee arrangements, joint
ventures, partnerships, loans, options, advances of funds on open account, and
sales, leases and exchanges of assets, including securities issued by both
related and unrelated parties, and (b) common investment and acquisition
strategies, business combinations, reorganizations, recapitalizations,
securities repurchases, and purchases and sales (and other acquisitions and
dispositions) of subsidiaries, divisions or other business units, which
transactions have involved both related and unrelated parties and have included
transactions that resulted in the acquisition by one related party of a publicly
held, minority equity interest in another related party. TIMET continuously
considers, reviews and evaluates, and understands that Contran, Valhi, NL,
Tremont and related entities also consider, review and evaluate, such
transactions. Depending upon the business, tax and other objectives then
relevant, it is possible that TIMET might be a party to one or more of such
transactions in the future. It is the policy of TIMET to engage in transactions
with related parties on terms that are, in the opinion of TIMET, no less
favorable to TIMET than could be obtained from unrelated parties.

J. Landis Martin, Chairman of the Board, President and Chief Executive Officer
of TIMET, is also Chairman of the Board, President and Chief Executive Officer
of Tremont. Mr. Martin also serves as a director and President and Chief
Executive Officer of NL. Glenn R. Simmons, a director of TIMET, is also Vice
Chairman of the Board of Contran and Valhi and a director of Tremont and NL.
General Thomas P. Stafford, a director of TIMET, is also a director of Tremont
and NL. Steven L. Watson, a director of TIMET, is also a director and executive
officer of Contran and Valhi, and an Assistant Secretary of NL and Tremont.
Robert E. Musgraves, Executive Vice President, General Counsel and Secretary of
TIMET, is also Vice President, General Counsel and Secretary of Tremont. Mark A.
Wallace, Executive Vice President, Chief Financial Officer and Treasurer of
TIMET, is also Vice President, Chief Financial Officer and Treasurer of Tremont.
Joan H. Prusse, Assistant General Counsel and Assistant Secretary of TIMET holds
similar positions at Tremont. David P. Burlage, Assistant Treasurer of TIMET
holds a similar position at Tremont. Robert D. Hardy, Assistant Treasurer of
TIMET, holds a similar position at Tremont and is also Vice President-Controller
of NL. TIMET understands that all such persons are expected to continue to serve
in such capacities in 2000. Such individuals divide their time among the
companies for which they serve as officers. Such management interrelationships
and intercorporate relationships may lead to possible conflicts of interest.
These possible conflicts of interest may arise from the duties of loyalty owed
by persons acting as corporate fiduciaries to two or more companies under
circumstances in which such companies may have conflicts of interest.

Although no specific procedures are in place that govern the treatment of
transactions among TIMET, Tremont, Contran, Valhi, and NL, the board of
directors of each of these companies (with the exception of Contran) includes
one or more members who are not officers or directors of any entity that may be
deemed to be related to TIMET. Additionally, under applicable principles of law,
in the absence of stockholder ratification or approval by directors who may be
deemed disinterested, transactions involving contracts among companies under
common control must be fair to all companies involved. Furthermore, directors
and officers owe fiduciary duties of good faith and fair dealing to stockholders
of all the companies for which they serve.

25
<PAGE> 29

CONTRACTUAL RELATIONSHIPS

Tremont Intercorporate Services Agreement

TIMET and Tremont are parties to an intercorporate services agreement (the
"Tremont ISA") that provides that TIMET will render certain management,
financial, tax and administrative services to Tremont, including provision for
the reimbursement by Tremont to TIMET of a portion of the salary, bonus and
overhead expense for the executive officers of Tremont. The Tremont ISA is
subject to automatic renewal and may be terminated by either party pursuant to
written notice delivered at least 30 days prior to a quarter-end. During 1999,
fees for services provided by TIMET to Tremont were approximately $0.2 million.
TIMET expects to enter into a similar agreement for 2000 providing for
comparable services and payments.

NL Intercorporate Services Agreement

TIMET and NL are parties to an intercorporate services agreement (the "NL ISA")
whereby NL provides certain insurance, risk management, real property, internal
audit, tax and executive secretarial services to TIMET. During 1999, fees for
services provided by NL to TIMET were approximately $0.3 million. The NL ISA is
subject to automatic renewal and may be terminated by either party pursuant to
written notice delivered at least 30 days prior to a quarter-end. TIMET expects
to enter into a similar agreement for 2000 providing for comparable services and
payments.

Utility Services

In connection with the operations of TIMET's Henderson, Nevada facility, TIMET
purchases utility services from Basic Investments, Inc. and/or its subsidiaries
(collectively, "BII") pursuant to various agreements. A 75%-owned subsidiary of
Tremont owns approximately 32% of the outstanding equity securities of BII
(representing 26% of the voting securities of BII). During 1999, the aggregate
fees for such utility services provided by BII to TIMET were approximately $1.8
million.

Shareholders' Agreement

In connection with the acquisition by TIMET in 1996 of IMI Titanium, TIMET,
Tremont, IMI, plc ("IMI") and two of IMI's affiliates, IMI Kynoch Ltd. and IMI
Americas Inc., entered into an agreement dated February 15, 1996, as amended
March 29, 1996 (the "Shareholders' Agreement"). Among other things, pursuant to
the Shareholders' Agreement, IMI Americas, Inc. granted to Tremont an option
(the "IMI Option") to acquire 2,012,920 shares of TIMET Common Stock, 504,230
shares of which Tremont assigned to Union Titanium Sponge Corporation ("UTSC"),
TIMET's other shareholder at that time, and 1,615 shares of which Tremont
relinquished in 1996. In February 1999, the portion of the IMI Option held by
UTSC reverted to Tremont, and Tremont exercised the option to acquire 2,011,305
shares of TIMET Common Stock. Such shares are reflected in the table under the
heading "Ownership of TIMET Common Stock" above.

The Shareholders' Agreement also contains provisions that regulate certain
matters relating to the governance of TIMET originally as among TIMET, Tremont
and its affiliates, and IMI and its affiliates. TIMET agreed in the
Shareholders' Agreement that, among other things, so long as Tremont (as the
only remaining shareholder party) continues to hold at least 10% of the
outstanding shares of TIMET Common Stock, TIMET will not, without the approval
of Tremont, cause or permit the dissolution or liquidation of itself or any of
its subsidiaries or the filing by itself of a petition in bankruptcy, or the
commencement by TIMET of any other proceeding seeking relief from its creditors.
TIMET also agreed to provide Tremont certain periodic information about TIMET
and its subsidiaries, which right is subject to confidentiality restrictions.

26
<PAGE> 30

Registration Rights

Under the Shareholders' Agreement, Tremont is entitled to certain rights with
respect to the registration under the Securities Act of the shares of TIMET
Common Stock that Tremont holds. The Shareholders' Agreement generally provides,
subject to certain limitations, that (i) Tremont has two rights, only one of
which can be on Form S-1, to require TIMET to register under the Securities Act
an amount of not less than $25 million of registrable securities; and (ii) if
TIMET proposes to register any securities under the Securities Act (other than a
registration on Form S-4 or Form S-8, or any successor or similar form), whether
or not pursuant to registration rights granted to other holders of its
securities and whether or not for sale for its own account, Tremont has the
right to require TIMET to include in such registration the registrable
securities held by Tremont or its permitted transferees so long as Tremont holds
in excess of 5% of the outstanding shares of TIMET Common Stock (or to sell the
entire balance of any such registrable securities even though less than 5%).
TIMET is obligated to pay all registration expenses in connection with a
registration under the Shareholders' Agreement. Under certain circumstances, the
number of shares included in such a registration may be limited. TIMET has
agreed to indemnify the holders of any registrable securities to be covered by a
registration statement pursuant to the Shareholders' Agreement, as well as the
holders' directors and officers and any underwriters and selling agents, against
certain liabilities, including liabilities under the Securities Act.

Option Reimbursement Agreement

In 1996, IMI and UTSC, which were, along with Tremont, the sole shareholders of
TIMET at that time, each entered into a separate agreement with TIMET and
Tremont whereby IMI and UTSC each agreed to reimburse Tremont for a portion of
the cost to Tremont associated with the exercise of certain Tremont stock
options issued to employees of TIMET pursuant to the Tremont Stock Incentive
Plan. The reimbursement payments are calculated by multiplying (x) the number of
shares of Tremont Common Stock covered by such exercised option by (y) the
difference between (i) the closing sale price of Tremont Common Stock on the
NYSE Composite Tape on the date of exercise, not to exceed $34, minus (ii)
$16.625, and (z) multiplying the resulting product by (i) 0.16 in the case of
UTSC and (ii) 0.34 in the case of IMI. The maximum aggregate payments to be made
by IMI and UTSC to Tremont under such agreements are limited to $1.1 million and
$520,000, respectively. Pursuant to these agreements, reimbursements due from
IMI and UTSC to Tremont were less than $1,000 each during 1999.

Aircraft

In 1999, NL purchased for $2.85 million a 25% undivided interest in an aircraft.
The seller of the aircraft interest to NL reacquired the interest from TIMET in
1999 for $2.85 million. The purchase of the aircraft interest was unanimously
approved by the outside directors of the Board, and TIMET understands that the
purchase was similarly unanimously approved by the outside directors of NL's
board. During 1999, NL charged $58,824 to TIMET for use of the aircraft, and
TIMET charged $86,418 to NL for use of the aircraft. In 1998, TIMET paid NL
$271,405 and NL paid TIMET $10,892 for aircraft usage.

Insurance Brokerage Commissions

"TRE Insurance" (a wholly owned subsidiary of Tremont), Valmont (a wholly owned
subsidiary of Valhi), and EWI RE, Inc. ("EWI") arrange for or broker certain of
TIMET's and Tremont's insurance policies. Parties related to Contran hold 90% of
the outstanding common stock of EWI, and a son-in-law of Harold C. Simmons
manages the operations of EWI. Consistent with insurance industry practices, TRE
Insurance, Valmont and EWI receive commissions from the insurance and
reinsurance underwriters for the policies that they arrange or broker. During
1999, TIMET and Tremont paid approximately $2.0 million and $0.2 million,
respectively, for policies arranged or brokered by EWI and, in certain cases,
also by either TRE Insurance or Valmont. These amounts principally included

27
<PAGE> 31

payments for reinsurance and insurance premiums paid to unrelated third parties,
but also included commissions paid to TRE Insurance, Valmont and EWI. In TIMET's
opinion, the amounts that TIMET paid for these insurance policies are reasonable
and similar to those it could have obtained through an unrelated insurance
broker and/or insurance company. TIMET understands that Tremont takes the same
view with respect to the amounts paid by Tremont. TIMET expects that these
relationships with TRE Insurance, Valmont, and EWI will continue in 2000.

TIMET believes that the terms of the foregoing contractual relationships,
agreements and other transactions with related parties were no less favorable to
TIMET than it might have obtained from unaffiliated third parties.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires TIMET's executive officers,
directors, and persons who own beneficially more than 10% of a registered class
of TIMET's equity securities to file reports of ownership and changes in
ownership with the Commission and TIMET. Based solely on a review of copies of
the Section 16(a) reports furnished to TIMET and written representations by
certain reporting persons, TIMET believes that all of TIMET's executive
officers, directors and greater than 10% beneficial owners filed on a timely
basis all reports required during and with respect to the fiscal year ended
December 31, 1999.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP served as TIMET's independent public
accountants for the year ended December 31, 1999 and is currently expected to be
considered for appointment by the Board of Directors as such for the year ending
December 31, 2000. Representatives of PricewaterhouseCoopers LLP are expected to
attend the Meeting. They will have an opportunity to make a statement, if they
desire to do so, and will be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for stockholder action
at TIMET's annual stockholder meetings, consistent with rules adopted by the
Commission. Such proposals must be received by TIMET no later than December 6,
2000 to be considered for inclusion in the proxy statement and form of proxy
relating to the 2001 Annual Meeting of Stockholders. Any such proposals should
be addressed to: Corporate Secretary, Titanium Metals Corporation, 1999
Broadway, Suite 4300, Denver, Colorado 80202.

OTHER MATTERS

The Board of Directors knows of no other business to be presented for
consideration at the Meeting. If any other matters properly come before the
Meeting, the persons designated as agents in the enclosed proxy card or voting
instruction form will vote on such matters in accordance with their best
judgment.

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1999 ANNUAL REPORT ON FORM 10-K

TIMET's 1999 Annual Report on Form 10-K, as filed with the Commission, is
included as a part of TIMET's 1999 Annual Report which accompanies this Proxy
Statement. Additional copies are available to stockholders without charge upon
request by writing: Investor Relations Department, Titanium Metals Corporation,
1999 Broadway, Suite 4300, Denver, Colorado 80202.

TITANIUM METALS CORPORATION

Denver, Colorado
April 4, 2000

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APPENDIX A

TITANIUM METALS CORPORATION
EXECUTIVE STOCK OWNERSHIP LOAN PLAN

I. PURPOSE

The purpose of the Titanium Metals Corporation Executive Stock Ownership Loan
Plan is to provide a means by which certain employees of the Company may acquire
a meaningful stake in the Company by purchasing securities of the Company with
funds loaned by the Company, so as to align the interests of the executives with
those of the shareholders of the Company.

II. EFFECTIVE DATE OF PLAN

The effective date of the Plan shall be February 19, 1998.

III. DEFINITIONS

(a) "Base Salary" shall mean a Participant's annual base salary in effect
on the date of a Loan.

(b) "BUCS" shall mean, collectively, the convertible preferred securities
designated the 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities issued by the Trust, as the same now
exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced.

(d) "Company" shall mean Titanium Metals Corporation.

(e) "Lender" shall mean the Company or any wholly owned subsidiary of the
Company formed for such purpose (including, without limitation, TIMET
Colorado Corporation).

(f) "Loan" shall mean a loan from a Lender to a Participant, subject to the
requirements of this Plan.

(g) "Loan Documents" shall mean the promissory note, the loan and pledge
agreement, and such other documentation relating to a Loan as the
Company may deem appropriate.

(h) "Participant" shall mean an employee of the Company who is eligible for
a Loan, as determined under Section IV.

(i) "Plan" shall mean this Titanium Metals Corporation Executive Stock
Ownership Loan Plan, as it may be amended from time to time.

(j) "TIMET Stock" shall mean any securities of Titanium Metals Corporation,
including common stock, preferred stock, or BUCS.

(k) "Trust" shall mean the TIMET Capital Trust I, a Delaware business
trust, and its successors and assigns.

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IV. ELIGIBILITY

The Committee will determine from time to time which employees of the Company
are eligible to be Participants.

V. ADMINISTRATION

The Committee will have the authority to administer the Plan. Except as may
otherwise be determined by the Committee, Loans extended under the Plan shall be
made in accordance with the following terms and conditions:

(a) No more than two Loans may be granted to any Participant in any
calendar year.

(b) The amount of any one Loan to any Participant may not exceed 50% of
such Participant's Base Salary, and the aggregate amount of all Loans
to any Participant may not exceed 200% of such Participant's Base
Salary (in effect on the date of the most recent Loan).

(d) Each Loan shall be evidenced by Loan Documents, in such form as may be
established from time to time by the Committee, entered into by a
Participant and Lender.

(e) The principal amount of a Loan will be repaid as provided for in the
Loan Documents; provided, that, repayment of principal shall commence
on the sixth (6th) anniversary of the Loan date and the Loan shall
mature in full on the tenth (10th) anniversary of the Loan date. The
Committee shall have the authority to extend the time for repayment or
modify the other terms for the payment of principal, as it may
determine to be appropriate in the case of any Participant whose
employment with the Company is terminated by the Company or by reason
of a participant's death or disability.

(f) Each Loan shall bear interest, payable as provided for in the Loan
Documents. The interest rate will initially be determined on the date
each Loan is made, which rate shall apply during the calendar year in
which the Loan is made and which will be equal to TIMET's
then-effective borrowing rate on the date the Loan is made plus .0625%.
Thereafter, as provided for in the Loan Documents, the Company shall
determine, as of January 2 of each subsequent year, the rate that shall
be effective for all outstanding Loans for that entire year, which will
be equal to TIMET's then-effective borrowing rate on January 2 plus
.0625%. In the event of a default on any Loan, the interest rate
applicable to such Loan shall be adjusted as described in the Loan
Documents. The Committee shall have the authority to extend the time
for repayment or modify the other terms for the payment of interest, as
it may determine in its discretion to be appropriate, in the case of
any Participant whose employment with the Company is terminated by the
Company or by reason of the participant's death or disability.

(g) Each Loan must be secured by all of the TIMET Stock purchased with the
Loan proceeds. The Company will hold possession of any certificates
representing such collateral securities until the Loan is paid in full.

(h) Each Loan must be repaid in full within ninety (90) days after a
Participant's termination of employment with Company, unless a sale of
the TIMET Stock securing such Loan at such

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<PAGE> 35

time would result in a short-swing profit liability under applicable
securities laws, in which case repayment will be required on the
earliest date on which such sale could occur without resulting in such
liability.

(i) Notwithstanding any other provision in this Plan, subject to any
limitations set forth in the Loan Documents a Participant may elect to
sell all or any portion of the TIMET Stock purchased with the proceeds
of a Loan; provided, however, that the Participant is eligible to sell
such TIMET Stock under applicable securities laws and provided,
further, that the Participant is not then in default under any Loan.
The Company shall be entitled to receive all of the proceeds of any
such voluntary sale (after reduction for any commissions incurred in
such sale), which proceeds will be applied in the following manner:

(1) first, to pay any federal or state income taxes owing by the
Participant as a result of such sale;

(2) second, to pay any outstanding interest owed on any Loan,
including interest amounts then due and interest accrued with
respect to the Loan being repaid;

(3) third, to pay any outstanding principal on any Loans (in the
order of maturity, starting with the oldest Loan) in
proportion to the TIMET Stock securing a given loan that is
sold (i.e., if the Participant elects to sell 50% of his or
her TIMET Stock securing a Loan, then the Participant would be
required to pay 50% of the principal of such Loan); provided
that if the sale proceeds are not sufficient to pay this
principal amount, the Participant may not sell the TIMET Stock
unless the Participant agrees to pay to the Company the
remaining principal amount required under this subsection at
the time of the sale of the TIMET Stock; and

(4) fourth, any remaining proceeds will be paid to the
Participant.

(j) The Loan Documents will provide that each Loan is full recourse to the
Participant individually, except in the case of the termination of the
Participant's employment by the Company or in the event of a sale by
the Company of all of the TIMET Stock securing a Loan upon an event of
default, in which case the Loan shall be recourse to the Participant
individually only as to 70% of the net Loan balance (net of any of the
items listed in subsections (V)(i) above), and after the application of
the proceeds from the sale of all TIMET Stock securing such Loan.

VI. MISCELLANEOUS

(a) This Plan is not a contract of employment. No term of this Plan shall
be construed to confer on any Participant the right to continue in the
employ of the Company for any period of time or to restrict the right
of the Company to terminate or change the terms of any Participant's
employment with the Company at any time, including, without limitation,
any Participant's position or rate of compensation. No Participant
shall have any right to future participation in this Plan.

(b) No right or interest of any Participant in this Plan shall be
assignable or transferable or be subject to any lien, directly, by
operation of law, or otherwise, including by execution, levy,
garnishment, attachment, pledge, or bankruptcy.

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(c) This instrument, along with the Loan Documents, contains the entire
understanding between the Company and the Participants relating to the
Plan and supersedes any prior description of the Plan or agreement
pertaining to the Plan (except for any previously-executed Loan
Documents) between such parties, whether written or oral.

(d) This Plan shall be construed in accordance with, and shall be governed
by the laws of the State of Colorado.

(e) To the extent that any one or more of the provisions of this Plan shall
be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.

(f) The section headings are for convenience only and shall not be used in
interpreting or construing the Plan.

(g) This Plan may be amended by action taken by the Committee or by the
full Board of Directors of the Company.

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[LOGO]

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

<PAGE> 38

PROXY

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2000

The undersigned hereby appoints Mark A. Wallace, Robert E. Musgraves, and Joan
H. Prusse, and each of them, proxy and attorney-in-fact for the undersigned,
with full power of substitution, to vote on behalf of the undersigned at the
2000 Annual Meeting of Stockholders (the "Meeting") of Titanium Metals
Corporation, a Delaware corporation ("TIMET"), to be held at the Company's
executive offices located at 1999 Broadway, Suite 4300, Denver, Colorado on
Wednesday, May 17, 2000, at 10:00 a.m. (Mountain Time), and at any adjournment
or postponement of said Meeting, all of the shares of Common Stock ($.01 par
value) of TIMET standing in the name of the undersigned or which the undersigned
may be entitled to vote on the matters described on the reverse side of this
card.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TITANIUM METALS
CORPORATION. PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side)

SEE REVERSE SIDE

<PAGE> 39

[X] Please mark your votes as in this example.

This proxy, if properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted "FOR" all nominees named in
Item 1 below and "FOR" approval of the Executive Stock Ownership Loan Plan as
set forth in Item 2.

The Board of Directors recommends a vote "FOR" each of the director nominees
named in Item 1 below and "FOR" the proposal set forth in Item 2.

1. Election of Six Directors FOR ALL WITHHELD AS TO ALL
(except as marked below)

[ ] [ ]

Vote withheld as to the following nominee(s): Nominees:
Joseph S. Compofelice
Edward C. Hutcheson, Jr.
J. Landis Martin
Glenn R. Simmons
Gen. Thomas P. Stafford
Steven L. Watson
- -------------------------------------

2. Approval of the Executive Stock Ownership
Loan Plan FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournment or
postponement thereof.

Please sign exactly as your name appears on this card. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please show full
corporate name and sign authorized officer's name and title. If a
partnership, please show full partnership name and sign authorized person's
name and title.

The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote at such meeting and any adjournment or postponements
thereof.

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SIGNATURE(S) DATE