HEXCEL CORP /DE/
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>



                                                                    Exhibit 10.5


                             SUPPLEMENTAL EXECUTIVE
                              RETIREMENT AGREEMENT

                  AGREEMENT made as of the 10th day of May, 2000, between Hexcel
Corporation, a Delaware corporation (the "Company"), and Stephen C. Forsyth (the
"Executive").

                  WHEREAS, the Executive is presently employed by the Company as
Executive Vice President and Chief Financial Officer; and

                  WHEREAS,  the Company is willing to provide the Executive with
certain  benefits  in the event of the  retirement  from or  termination  of the
Executive's employment with the Company;

                  NOW, THEREFORE,  in consideration of the continued  employment
of the  Executive by the Company and the benefits to be derived by the Executive
hereunder, the parties mutually agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  The following terms when used in this Agreement shall have the
designated  meaning,  unless a  different  meaning  is clearly  required  by the
context.

1.1  ACTUARIAL  EQUIVALENCE.   Determinations   hereunder  of  actuarial  value,
actuarial  equivalence  or the like shall be made by the  Company's  independent
actuary,   using  the  mortality  and  other  applicable  actuarial  assumptions
specified,  from  time to time,  in the  Hexcel  Corporation  Pension  Plan (the
"Pension Plan") or any successor plan thereto;  PROVIDED,  however, that for the
purpose of determining any lump sum amount under this  Agreement,  or the amount
of  reduction  to reflect the payment of a special  benefit  under  Section 2.3,
actuarial  equivalence  shall be determined using an interest rate equal to 120%
of the rate published by the Pension Benefit  Guaranty  Corporation for purposes
of plans  terminating  in the month in which  benefit  payments  are to commence
hereunder.


<PAGE>


1.2 AFFILIATE. Any trade or business, whether or not incorporated,  which at the
time of reference (i) controls, is controlled by or is under common control with
the Company within the meaning of section 414(b) or (c) of the Code, or (ii) is,
together with the Company,  a member of an  affiliated  service group within the
meaning of section 414(m) of the Code.

1.3      BOARD.  The Board of Directors of the Company.

1.4      CAUSE.  Cause shall mean:

                  I.0.1 The willful and  continued  failure by the  Executive to
substantially  perform his duties with the Company  (other than any such failure
resulting from the Executive's incapability due to physical or mental illness or
any such  actual  or  anticipated  failure  after  the  issuance  of a Notice of
Termination  by the  Executive  for Good Reason)  after  demand for  substantial
performance  is delivered by the Company  specifically  identifies the manner in
which the Company  believes the  Executive has not  substantially  performed his
duties; or

                  I.0.2 The willful engaging by the Executive in misconduct that
is demonstrably and materially injurious to the Company, monetarily or otherwise
including,  but not limited to,  conduct  that would  constitute  a violation of
Section 6 of the  Executive  Severance  Agreement  if engaged in during the time
period  described  therein.  No act, or failure to act, on the Executive's  part
shall be considered  "willful" unless done, or omitted to be done, by him not in
good faith and without  reasonable belief that his action or omission was in the
best interest of the Company. Notwithstanding the foregoing, the Executive shall
not be deemed to have been  terminated for Cause without (i)  reasonable  notice
from the Board to the  Executive  setting  forth the reasons  for the  Company's
intention to terminate for Cause, (ii) delivery to the Executive of a resolution
duly adopted by the affirmative  vote of two-thirds or more of the Board then in
office  (excluding  the  Executive  if he is then a member  of the  Board)  at a
meeting of the Board called and held for such purpose,  finding that in the good
faith opinion of the Board,  the Executive was guilty of the conduct  herein set
forth and specifying the particulars thereof in detail, (iii) an opportunity for
the Executive,  together with his counsel, to be head before the Board, and (iv)
delivery to the Executive of a Notice of Termination  from the Board  specifying
the particulars thereof in detail.

1.5      CHANGE IN CONTROL.  Change in Control shall mean the first to occur of
the following events:



<PAGE>



                  I.0.1 (i) Any  person (as  defined  in Section  3(a)(9) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  as modified
and used in Section 13(d) and 14(d) of the Exchange Act, but excluding  Ciba for
so long as  Ciba  is  subject  to the  restrictions  imposed  by the  Governance
Agreement) (a "Person") is or becomes the  Beneficial  Owner (within the meaning
of Rule 13d-3  promulgated  under the Exchange Act) of 20% or more of either (A)
the then  outstanding  Common  Stock of the  Company  (the  "Outstanding  Common
Stock") or (B) the  combined  voting  power of the then  outstanding  securities
entitled to vote  generally  in the  election of  directors  of the Company (the
"Total Voting Power"); excluding, however, the following: (x) any acquisition by
the Company or any of its  affiliates  or (y) any  acquisition  by any  employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its  affiliates  and (ii) Ciba  Beneficially  Owns, in the  aggregate,  a lesser
percentage of the Total Voting Power than such Person Beneficially Owns.

                  I.0.2 A change in the  composition  of the Board such that the
individuals  who, as of the effective  date of this  Agreement,  constitute  the
Board (such  individuals  shall be  hereinafter  referred  to as the  "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board;
PROVIDED,  HOWEVER,  for purposes of this  definition,  that any  individual who
becomes a  director  subsequent  to such  effective  date,  whose  election,  or
nomination  for  election by the  Company's  stockholders,  was made or approved
pursuant to the Governance  Agreement or by a vote of at least a majority of the
Incumbent  Directors (or directors whose election or nomination for election was
previously so approved)  shall be  considered a member of the  Incumbent  Board;
but,  PROVIDED,  FURTHER,  that any such individual whose initial  assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms are used in Rule  14a-11 of  Regulation  14A  promulgated  under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a person or legal entity other than the Board shall not be so
considered a member of the Incumbent Board.


<PAGE>


                  I.0.3  The  effective  date  of a  reorganization,  merger  or
consolidation  or the approval by the  stockholders  of the Company of a sale or
other  disposition  of all or  substantially  all of the  assets of the  Company
("Corporate Transaction");  excluding, however, such a Corporate Transaction (1)
pursuant to which all or  substantially  all of the individuals and entities who
are the beneficial  owners,  respectively,  of the Outstanding  Common Stock and
Total  Voting  Power  immediately  prior  to  such  Corporate  Transaction  will
beneficially own, directly or indirectly,  more than 50%,  respectively,  of the
outstanding  common stock and the combined voting power of the then  outstanding
securities  entitled  to vote  generally  in the  election of  directors  of the
company   resulting  from  such  Corporate   Transaction   (including,   without
limitation, a corporation which as a result of such transaction owns the Company
or all or  substantially  all of the Company's assets either directly or through
one or more  subsidiaries)  in  substantially  the  same  proportions  as  their
ownership,  immediately  prior to such Corporate  Transaction of the Outstanding
Common Stock and Total Voting  Power,  as the case may be, or (2) after which no
Person  beneficially  owns a greater  percentage of the combined voting power of
the then  outstanding  securities  entitled to vote generally in the election of
directors of such corporation than does Ciba.

                  I.0.4    Ciba shall become the Beneficial Owner of more than
57.5% of the Total Voting Power.

                  I.0.5 The  approval  by the  stockholders  of the Company of a
complete liquidation or dissolution of the Company.

1.6      CIBA.  Ciba Specialty Chemicals Holding, Inc., a Swiss corporation,
together with its affiliates holding Company voting securities pursuant to
Section 4.01(b) of the Governance Agreement.

1.7      CODE.  The Internal Revenue Code of 1986, as amended.

1.8      COMPANY.  Hexcel Corporation, a Delaware corporation, and its
successors.

1.9 CONTINUOUS  SERVICE.  The number of full and partial  calendar months of the
Executive's period of continuous employment with the Company and its Affiliates.
A transfer  between  employment  with the  Company and an  Affiliate  or between
Affiliates  shall  not be  deemed  a  termination  of  employment  or  otherwise
interrupt the Executive's Continuous Service. Leaves of absence of not more than
one year and any  period  during  which the  Executive  is  entitled  to receive
disability   benefits  from  the  Company   (including  medical  and  short-term
disability benefits preceding the commencement of long-term  disability benefits
under the Company's  long-term  disability  plan) shall be taken into account as
Continuous Service.


<PAGE>


1.10  DISABILITY.  The Executive's  inability to perform the customary duties of
his  employment by reason of any medical or  psychological  illness or condition
that is expected to be permanent or of indefinite  duration,  excluding any such
illness or  condition  that  results  from  intentional  self-inflicted  injury,
alcoholism or drug abuse.

1.11     EXECUTIVE DEFERRED COMPENSATION AGREEMENT.  The Executive Deferred
Compensation Agreement between the Executive and the Company entered into as of
October 1, 1994.

1.12     EXECUTIVE SEVERANCE AGREEMENT.  The Executive Severance Agreement
entered into between the Company and the Executive as of February 3, 1999.

1.13     GOOD REASON.  Good Reason shall have the meaning set forth in the
Executive Severance Agreement.

1.14     GOVERNANCE AGREEMENT.  The agreement defined as such in the Strategic
Alliance Agreement among the Company, Ciba Geigy Limited and Ciba Geigy
Corporation, dated as of September 29, 1995, as amended.

1.15     NORMAL RETIREMENT BENEFIT.  The benefit defined in Section 2.2.1
hereof.

1.16     NORMAL RETIREMENT DATE.  The date on which the Executive attains age
sixty-five (65).

1.17 NOTICE OF TERMINATION. Any termination of the Executive's employment by the
Company or by the Executive other than by death shall be communicated by written
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of  Termination"  shall mean a notice  which  shall  indicate  whether
termination  was for Good Reason,  Cause,  Disability or otherwise and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.

1.18  TERMINATION  OF  EMPLOYMENT.   References  hereunder  to  the  Executive's
termination of employment,  the date the Executive's  employment  terminates and
the like, shall, except as specifically provided herein, refer to the ceasing of
the Executive's employment with the Company and all Affiliates for any reason.


<PAGE>

                                   ARTICLE II
                               RETIREMENT BENEFITS

1.19 IN GENERAL.  The amount of the  Executive's  benefit  shall be based on his
Final  Average  Pay,  Benefit  Percentage  and Vesting  Percentage;  the benefit
otherwise  payable under this Agreement's basic benefit formula shall be reduced
by the amount of the  Executive's  Qualified  Pension  Benefits.  The  following
definitions shall apply in making benefit calculations under this Agreement:

                  II.0.1 FINAL AVERAGE PAY. The average monthly  compensation of
the Executive for the highest-paid 36 months of the Executive's  final 60 months
of Continuous Service. For this purpose (i) the Executive's "compensation" shall
mean his base salary (without regard to any salary deferral pursuant to sections
125 or 401(k) of the Code or any  successor  provision)  and all amounts  earned
(whether paid or payable) under all management incentive or other bonus plans in
which he participates  and (ii) any incentive pay or other bonus shall be deemed
to have been earned ratably over the period with respect to which it is earned.

                  II.0.2 BENEFIT  PERCENTAGE.  With respect to each of the first
180 months of Continuous Service, a percentage  determined by dividing 2.5 by 12
(2.5/12%);  and  with  respect  to each of the  next 180  months  of  Continuous
Service, one-eighth of one percent (1/8%).

                  II.0.3   VESTING PERCENTAGE.  100% if the Executive has
completed at least 24 months of Continuous Service after the date hereof;
otherwise, 0%.



<PAGE>


                  II.0.4 QUALIFIED PENSION BENEFITS.  (i) the vested benefits
paid in respect of the Executive from the Hexcel Corporation  Pension Plan or
any successor plan thereto, (ii) the vested  contributions  made by the  Company
to the  Hexcel Corporation  401(k) Plan or any successor  plan  thereto  (to
the extent paid), (iii) the vested  contributions  made by the  Company to the
Hexcel  Corporation 401(k)  Restoration  Plan or any successor  plan thereto
(to the extent paid), (iv) the Executive's Social Security payments,  and (v)
any similar or analogous benefits  arising by virtue of  Executive's  employment
with any  Affiliate  or former Affiliate, in each case, whether as a periodic
payment, as a lump sum, or otherwise. The aggregate of the Executive's Qualified
Pension Benefits shall be expressed as a monthly amount in the form of an
actuarially equivalent 50% joint and survivor annuity with 120 months of
guaranteed payments starting at the date the Executive attains age 65; PROVIDED,
HOWEVER, that notwithstanding  anything in Section 1.1 to the contrary, for
purposes of determining the amount of offset attributable  to  clauses  (ii) and
(iii)  above,  Company  contributions  (or allocations, in the case of clause
(iii) above) shall be deemed to earn interest at an annual rate of 6%,
compounded annually, from the date of such contribution (or  allocation)  until
the date it is  actually  paid to or in  respect  of the Executive.

1.20     PAYMENT OF BENEFITS.  Benefits shall be paid as follows:

                  II.0.1 NORMAL RETIREMENT. Subject to Section 2.2.7, and except
as otherwise set forth in Section 2.2.2 or 2.2.3, if the Executive's  employment
terminates  on or after his Normal  Retirement  Date,  the Company  will pay the
Executive  a  monthly  benefit  starting  on the  first of the  month  after his
employment  terminates  and ending  with the  payment for the month in which his
death  occurs or, if later,  after the  payment of 120 such  payments.  Any such
payments  made  after  the  death  of the  Executive  shall  be made  (i) to the
Executive's  designated  beneficiary,  if any or (ii) if there is no  designated
beneficiary  or the designated  beneficiary  dies before a total of 120 payments
have  been  made  to  the  Executive  and  the  designated  beneficiary,  to the
Executive's estate. Such monthly benefit (the "Normal Retirement Benefit") shall
be an  amount  equal  to (A) the  product  of his  Final  Average  Pay,  Benefit
Percentage, and his Vesting Percentage, less (B) his Qualified Pension Benefits.

                  II.0.2  TERMINATION  FOLLOWING  CHANGE IN CONTROL.  Subject to
Section 2.2.7,  upon (i) termination by the Executive of his employment for Good
Reason within two years following a Change in Control,  (ii)  termination of the
Executive's  employment  by the  Company  other than for Cause  within two years
following  a  Change  in  Control  or  (iii) a  termination  of the  Executive's
employment  described  in  Section  4(e) of the  Executive  Severance  Agreement
(whether by the Company or the  Executive),  the Company will pay the Executive,
no later than the next business day following the date of such  termination,  by
wire transfer to the Executive's  bank account,  as designated by the Executive,
an amount equal to the actuarial present value of the Normal Retirement  Benefit
(computed using a Vesting Percentage of 100% and Continuous Service equal to the
Executive's actual Continuous Service at the time his employment terminates plus
36 months) he would have received had he retired on his Normal  Retirement  Date
(but based upon his Final Average Pay at the time his employment terminates).


<PAGE>


                  II.0.3 TERMINATION  WITHOUT CAUSE OR FOR GOOD REASON.  Subject
to Section  2.2.7,  and except as  otherwise  provided  in Section  2.2.2,  upon
termination of the Executive's  employment at any time by the Company other than
for  Cause  or by the  Executive  for  Good  Reason,  the  Company  will pay the
Executive, as soon as practicable following such date of termination,  an amount
equal to the actuarial present value of the Normal Retirement  Benefit (computed
using  a  Vesting  Percentage  of  100%  and  Continuous  Service  equal  to the
Executive's actual Continuous Service at the time his employment terminates plus
12 months) he would have received had he retired on his Normal  Retirement  Date
(but based upon his Final Average Pay at the time his employment terminates).

                  II.0.4  TERMINATION  FOR CAUSE.  No benefits  shall be payable
hereunder  with respect to the Executive if his  employment is terminated by the
Company for Cause.

                  II.0.5  DISABILITY.  If the  Executive's  employment  with the
Company or any Affiliate terminates on account of Disability,  the Company shall
pay the  Executive  a monthly  benefit  in an amount  (computed  using a Vesting
Percentage  of 100%)  equal to (i) the  product  of his  Final  Average  Pay and
Benefit  Percentage  less (ii) his Qualified  Pension  Benefits.  The benefit so
determined  shall be payable,  without  actuarial or other  reduction to reflect
commencement  of payment  before his Normal  Retirement  Date,  beginning on the
first date of the month next  following the last month with respect to which the
Executive is entitled to payments under the Company's long term  disability plan
(or,  if earlier,  such time as the  Executive  shall elect not to receive  such
payments)  and ending with the  payment for the month in which his death  occurs
or, if later,  after the payment of 120 such  payments.  Any such  payments made
after the death of the Executive shall be made (i) to the Executive's designated
beneficiary,  if any or  (ii)  if  there  is no  designated  beneficiary  or the
designated beneficiary dies before a total of 120 payments have been made to the
Executive and the designated beneficiary, to the Executive's estate.


<PAGE>


                  II.0.6 OTHER TERMINATION. Subject to Section 2.2.7, and except
as  otherwise  set forth in Sections  2.2.2,  2.2.3 or 2.2.5,  if the  Executive
terminates  his  employment  after  his  attainment  of age 55 but  prior to his
attainment  of age 65, the  Company  will pay the  Executive  a monthly  benefit
starting on the date  elected by the  Executive  and ending with the payment for
the month in which his death occurs or, if later,  after the payment of 120 such
payments.  Such monthly  benefit shall be calculated and paid in accordance with
Section 2.2.1 hereof,  reduced by one quarter of one percent  (1/4%) per payment
for each full calendar month by which the benefit commencement date precedes the
Executive's  attainment  of age 65.  Subject  to  Section  2.2.7,  and except as
otherwise  set  forth in  Sections  2.2.2,  2.2.3  or  2.2.5,  if the  Executive
terminates  his  employment  prior to his attainment of age 55, the Company will
pay the  Executive  a  monthly  benefit  starting  on the  date  elected  by the
Executive,  but no earlier than the first of the month after his  attainment  of
age 55, and ending with the payment for the month in which his death  occurs or,
if later, after the payment of 120 such payments.  Such monthly benefit shall be
the Actuarial  Equivalent of the benefit  calculated in accordance  with Section
2.2.1 hereof and shall be paid in accordance  with Section  2.2.1.  Any payments
made under this Section 2.2.6 after the death of the Executive shall be made (i)
to the  Executive's  designated  beneficiary,  if any or  (ii)  if  there  is no
designated  beneficiary or the designated beneficiary dies before a total of 120
payments have been made to the Executive and the designated beneficiary,  to the
Executive's estate.

                  II.0.7  OPTIONAL  FORMS  OF  BENEFIT.  In lieu of the  form of
benefit  prescribed in Section 2.2.1 and Section 2.2.6,  the Executive may elect
to receive his benefit hereunder,  as soon as practicable  following the date of
his  termination  of  employment,  in a cash lump sum, the amount of which shall
equal the actuarial  present value of, in the case of Section 2.2.1,  his Normal
Retirement  Benefit  and,  in the case of Section  2.2.6,  the  reduced  monthly
benefit  he  would  have  received  thereunder.  In lieu of the lump sum form of
benefit  prescribed  in Sections  2.2.2.  and 2.2.3,  the Executive may elect to
receive his benefit  hereunder as a monthly benefit starting on the first of the
month after his employment  terminates and ending with the payment for the month
in which his death occurs or, if later,  after the payment of 120 such payments.
Any such payments made after the death of the Executive shall be made (i) to the
Executive's  designated  beneficiary,  if any or (ii) of there is no  designated
beneficiary  or the designated  beneficiary  dies before a total of 120 payments
have  been  made  to  the  Executive  and  the  designated  beneficiary,  to the
Executive's  estate.  Any  election  to  change  to or from the lump sum form of
benefit  that is  made  by the  Executive  less  than  one  year  preceding  the
Executive's date of termination  shall not be given effect;  PROVIDED,  HOWEVER,
that the foregoing shall be  inapplicable  with respect to (i) any election made
by the  Executive  within  30 days of the  date of this  Agreement  and (ii) any
election  with respect to the  Executive's  benefit  under  Section 2.2.2 to the
extent such election is made at least 90 days prior to a Change in Control or at
any time prior to the Company  entering  into an agreement the  consummation  or
shareholder approval of which would constitute a Change in Control.


<PAGE>


1.21  SPECIAL  BENEFIT.  If it shall  be  determined  by a final  administrative
decision of the Internal  Revenue (which is not appealed by the Executive) or by
a final decision of a court of competent  jurisdiction (which is not appealed by
the Executive) that the value of all or any part of any benefit  contemplated by
this Agreement is includable in the income of the Executive  prior to the actual
receipt  of such  benefit,  the  Company  shall  make a special  payment  to the
Executive,  in discharge  of the  actuarially  equivalent  value (based upon the
actuarial  factors in effect when benefits  other than the benefit  described in
this Section 2.3 commence to be paid to the Executive hereunder) of any benefits
otherwise due hereunder  (and such other benefit shall be reduced to reflect the
actuarial  value of any such special payment made pursuant to this Section 2.3),
in an amount equal to the Executive's estimated federal,  state and local income
tax liabilities related to such inclusion and to the inclusion in income of such
special  payment.   The  Executive  shall  have  no  obligation  to  appeal  any
determination  made by the Internal  Revenue Service or the decision of any such
court.

1.22     NO DUPLICATION.  Except as provided in Section 2.3 hereof, in no event
shall benefits become payable to the Executive under more than one Section of
this Article II.

<PAGE>

                                   ARTICLE III
                                SURVIVOR BENEFITS

1.23 POST-RETIREMENT  SURVIVOR BENEFIT.  Notwithstanding any provision hereof to
the contrary,  the Executive may elect, at any time prior to commencement of his
benefits  under  Article II (and may revoke or modify any such  election  and/or
make a new  election,  in each case at any time and from  time to time  prior to
commencement  of his benefits under Article II), to have his benefit paid in the
from of a joint  and  survivor  annuity  pursuant  to which (i)  payment  of the
Executive's  benefit will be made in accordance  with Article II and (ii) if the
Executive dies after payment of his benefits  under Article II has started,  the
Company shall pay a monthly benefit to the Executive's  designated  beneficiary,
starting on the first of the month immediately  following the month in which the
Executive dies or, if later, with the month immediately following the last month
for which a payment is made to such  beneficiary  under  Article  II, and ending
with the payment for the month in which the death of such designated beneficiary
occurs. Such monthly benefit shall be an amount equal to 50% or 100%, as elected
by the Executive,  of the monthly  benefit the Executive was receiving under the
Agreement prior to his death. If the Executive makes such election,  the benefit
payable to the Executive under Article II hereof shall be reduced to reflect the
actuarial  equivalence of the  additional  Post-Retirement  Survivor  Benefit so
elected by the Executive.

1.24  PRE-RETIREMENT  SURVIVOR BENEFIT.  Notwithstanding any provision hereof to
the contrary,  the Executive may elect at any time (and may revoke or modify any
such election and/or make a new election, in each case at any time and from time
to time prior to  commencement  of his benefits  under  Article II) that, in the
event the Executive  dies before  distribution  of his benefits under Article II
has  started,  the  Company  shall  pay a  monthly  benefit  to the  Executive's
designated beneficiary, starting on the first of the month immediately following
the month in which the Executive  dies, but in no event earlier than the date on
which the Executive would have been eligible to commence receipt of his benefits
under Article II had he terminated  employment on the day immediately  preceding
his death,  and ending with the payment for the month in which the death of such
designated  beneficiary occurs. Such monthly benefit shall be an amount equal to
50% or 100%, as elected by the Executive,  of the monthly  benefit the Executive
would  have  received  had  he  terminated  employment  on the  day  immediately
preceding  his death and  commenced  benefits  on the date on which the  benefit
under this Section 3.2  commences.  If the Executive  makes such  election,  the
benefit  payable to the  Executive  under  Article II hereof shall be reduced to
reflect the actuarial  equivalence  of the  additional  Pre-Retirement  Survivor
Benefit so elected by the Executive.

                                   ARTICLE IV
                                  MISCELLANEOUS

1.25  BINDING AGREEMENT.  This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive's
person or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

1.26 NOTICE. Notices,  elections,  demands and all other communications provided
for in this Agreement  shall be in writing and shall be deemed to have been duly
given when delivered by hand (or received by telecopy,  telex or similar device)
or mailed  by  United  States  certified  or  registered  mail,  return  receipt
requested, postage prepaid, addressed as follows:

<PAGE>
                  If to the Executive:

                           Mr. Stephen C. Forsyth
                           321 Blackberry
                           Stamford, CT 06903



                  If to the Company:

                           Hexcel Corporation
                           Two Stamford Plaza
                           281 Tresser Boulevard
                           Stamford, Connecticut  06901-3238
                           Attn:  General Counsel

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

1.27 GENERAL PROVISIONS.  No provision of this Agreement may be modified, waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Executive  and such  officer  of the  Company  as may be
specifically  designated  by the Board.  No waiver by either party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been  made by  either  party  which  are not set  forth  expressly  in this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement  shall be governed by the laws of the State of New York without regard
to its conflicts of law principles.

1.28 VALIDITY. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

1.29  COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.




<PAGE>



1.30 ARBITRATION. Except as set forth in Section 4.9, any dispute or controversy
arising under or in connection with this Agreement shall be settled  exclusively
by arbitration,  conducted  before a panel of three  arbitrators in the State of
New York, in accordance with the rules of the American  Arbitration  Association
then in effect.  Judgment may be entered on the arbitrator's  award in any court
having jurisdiction.

1.31 ENTIRE  AGREEMENT.  This Agreement  sets forth the entire  agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or  representative  of any party hereto;  and any prior agreement of the parties
hereto in respect of the subject matter  contained  herein is hereby  terminated
and  cancelled;  PROVIDED,  however,  that this  Agreement  shall  supersede the
Executive  Deferred  Compensation  Agreement only after the Executive's  Vesting
Percentage  hereunder  is,  or is  deemed  to be,  100%,  after  which  time the
Executive  Deferred  Compensation  Agreement  shall be of no  further  force and
effect.

1.32 NO RIGHT OF OFFSET.  The amount of any payment or benefit  provided  for in
this Agreement shall not be reduced by any compensation  earned by the Executive
as a result of employment by another employer, by retirement benefits (except as
otherwise  set forth in this  Agreement),  by offset  against any amount owed or
claimed to be owed by the Executive to the Company, or otherwise.

1.33 PROTECTIVE  PROVISIONS.  The Executive and the Company shall cooperate with
each other by furnishing any and all  information  and  computations  reasonably
requested by the other in order to determine the amounts payable hereunder or to
facilitate  the payment of benefits  hereunder.  If upon written  request of the
Company,  the  Executive  shall,  within  ninety days  thereof  (180 days if the
Executive is  Disabled),  if such  information  is  reasonably  available to the
Executive,  fail to comply with such a request for information,  the Company may
terminate any benefits otherwise payable under this Agreement.

1.34  ASSIGNMENT.  The  voluntary  or  involuntary  assignment,  encumbrance  or
alienation  of any benefit  hereunder  or any interest  therein,  whether or not
payable to the Executive, is not permitted and will not be recognized.  Any such
purported  assignment,  encumbrance  or  alienation,  by  operation  of  law  or
otherwise,  shall be void.  Subject to the  provisions  of  applicable  law,  no
payment of


<PAGE>


any benefit  shall,  prior to actual  receipt  thereof by the  Executive  or his
designated beneficiary, be subject to garnishment,  attachment,  execution, levy
or other legal process for debts or for alimony or support of any spouse, former
spouse or other relative.

                                                     HEXCEL CORPORATION


                                                     By:____________________
                                                           Name:
                                                           Title:


                                                     --------------------
                                                     Stephen C. Forsyth


<PAGE>


                                TABLE OF CONTENTS

ARTICLE I

DEFINITIONS....................................................................1
         1.1      Actuarial Equivalence........................................1
         1.2      Affiliate....................................................2
         1.3      Board........................................................2
         1.4      Cause........................................................2
         1.5      Change in Control............................................2
         1.6      Ciba.........................................................4
         1.7      Code.........................................................4
         1.8      Company......................................................4
         1.9      Continuous Service...........................................4
         1.10     Disability...................................................4
         1.11     Executive Deferred Compensation Agreement....................5
         1.12     Executive Severance Agreement................................5
         1.13     Good Reason..................................................5
         1.14     Governance Agreement.  ......................................5
         1.15     Normal Retirement Benefit....................................5
         1.16     Normal Retirement Date.......................................5
         1.17     Notice of Termination........................................5
         1.18     Termination of Employment....................................5

ARTICLE II

RETIREMENT BENEFITS............................................................6
         2.1      In General.  ................................................6
         2.2      Payment of Benefits..........................................7
         2.3      Special Benefit..............................................9
         2.4      No Duplication..............................................10

ARTICLE III

SURVIVOR BENEFITS.............................................................10
         3.1      Post-Retirement Survivor Benefit............................10
         3.2      Pre-Retirement Survivor Benefit.............................11

ARTICLE IV

MISCELLANEOUS.................................................................11
         4.1      Binding Agreement...........................................11
         4.2      Notice......................................................11
         4.3      General Provisions..........................................12
         4.4      Validity....................................................12
         4.5      Counterparts................................................12
         4.6      Arbitration.................................................13
         4.7      Entire Agreement............................................13
         4.8      No Right of Offset..........................................13
         4.9      Protective Provisions.......................................13
         4.10     Assignment..................................................13

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</TEXT>
</DOCUMENT>
