EXHIBIT INDEX
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Exhibit No. Title Page
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3. Articles of Incorporation and By-Laws
A. Restated Certificate of Incorporation
is incorporated herein by reference
to Exhibit 3A of the Company's 1987
Annual Report on Form 10-K.
B. By-Laws, amended as of October 24, 1994.
4. Instruments Defining Rights of Security
Holders, Including Indentures
A. Restated Certificate of Incorporation
and By-Laws set forth in Exhibit Nos.
3A and 3B, above.
B. Indenture relating to the Company's
12-7/8% notes due 2014 is incorpor-
ated herein by reference to Exhibit
No. 4C to the Company's 1984 Annual
Report on Form 10-K.
C. Rights Agreement relating to Rights
distributed to holders of the Company's
Stock, amended as of May 11, 1989, is
incorporated herein by reference to
Exhibit 4C to the Company's 1989 Annual
Report on Form 10-K.
D. Agreement to furnish to the Securities
and Exchange Commission upon request a
copy of the Note Agreement relating to
the Company's 9.40% Notes Due October 30,
1996 is incorporated herein by
reference to Exhibit 4E of the Company's
1987 Annual Report on Form 10-K.
E. Agreement to furnish to the Securities
and Exchange Commission upon request a
copy of the Note Agreement relating to
the Company's 9.89% Notes and 10.45%
Notes due August 23, 1994 and May 15,
1999, respectively, is incorporated
herein by reference to Exhibit 4F of
the Company's 1988 Annual Report on
Form 10-K.
F. Agreement to furnish to the Securities
and Exchange Commission upon request a
copy of the $150,000,000 Credit Agreement
dated as of July 26, 1991 is incorporated
herein by reference to Exhibit No. 4F to
the Company's 1991 Annual Report on Form
10-K.
G. Certificate of Designation, Preferences and
Rights of the Series A Convertible Preferred
Stock is incorporated herein by reference to
Exhibit No. 3.1 to the Company's Form 8-K
Current Report dated September 6, 1991.
H. Indenture related to the Company's
$100,000,000 of 9.0% Sinking Fund Debentures
due 2022 is incorporated herein by reference
to Exhibit No. 4A to the Company's Form 10-Q
Quarterly Report for the quarter ended
March 31, 1992.
I. The Company's Registration Statement No.
33-51613, as filed on Form S-3 on January 6,
1994, with respect to its Medium Term Note
Program for issuance of unsecured debt up
to $100,000,000 and the Prospectus and
Prospectus Supplement, both dated and filed
June 14, 1994, with respect thereto are
incorporated by reference.
J. Indenture dated January 12, 1994, between
the Company and Morgan Guaranty Trust Company
of New York, as Trustee, related to the
Company's $100,000,000 of unsecured medium
term notes registered under Registration No.
33-51613 is incorporated by reference to the
Company's Report on Form 10-Q for the
quarterly period ended December 31, 1993.
K. The Company's Registration Statement No.
33-54045 as filed on Form S-8 on June 8,
1994, with respect to its Stock-Based
Incentive Compensation Plan is incorporated
by reference.
L. Pricing Supplements Nos. 1 and 2, dated
August 8, 1994, as filed on August 9, 1994,
to Registration No. 33-51613 with respect
to issuance of $15,000,000 of debt under the
Company's $100,000,000 Medium Term Note
Program is incorporated by reference.
M. Pricing Supplements Nos. 3 and 4, dated
September 12, 1994, as filed on September 13,
1994 to Registration No. 33-51613 with
respect to issuance of $15,000,000 of debt
under the Company's $100,000,000 Medium Term
Note Program is incorporated by reference.
N. Pricing Supplement No. 5 dated September 21,
1994 as filed on September 22, 1994 to
Registration No. 33-51613 with respect to the
issuance of $10,000,000 of debt under the
Company's $100,000,000 Medium Term Note
Program is incorporated by reference.
O. Pricing Supplement No. 6 dated October 5,
1994 as filed on October 6, 1994 to
Registration No. 33-51613 with respect to
issuance of $10,000,000 of debt under the
Company's $100,000,000 Medium Term Note
Program is incorporated by reference.
P. Pricing Supplements Nos. 7 and 8 dated
June 15, 1995 as filed on June 19, 1995
to Registration No. 33-51613 with respect
to issuance of $30,000,000 of debt under
the Company's $100,000,000 Medium Term
Note Program is incorporated by reference.
10. Material Contracts
A. Supplemental Retirement Plan for Executive
Officers, amended as of September 8, 1988,
is incorporated herein by reference to
Exhibit No. 10A to the Company's 1990
Annual Report on 10-K.
B. Management and Officers Capital Appreciation
Plan, an Incentive Stock Option Plan, amended
as of August 9, 1990, is incorporated herein
by reference to Exhibit No. 10B to the
Company's 1990 Annual Report on Form 10-K.
C. Incentive Stock Option Plan for Officers
and Key Employees, amended as of August 9,
1990, is incorporated herein by reference
to Exhibit No. 10C to the Company's 1990
Annual Report on Form 10-K.
D. Directors Retirement Plan is incorporated
herein by reference to Exhibit No. 10E to
the Company's 1983 Annual Report on Form 10-K.
E. Deferred Compensation Plan for Nonmanagement
Directors of Carpenter Technology Corporation,
amended as of December 13, 1984, is incorpor-
ated by reference to Exhibit No. 10F to the
Company's 1985 Annual Report on Form 10-K.
F. Deferred Compensation Plan for Corporate and
Division Officers of Carpenter Technology
Corporation, amended as of December 13, 1984,
is incorporated by reference to Exhibit No.
10G to the Company's 1985 Annual Report on
Form 10-K.
G. Executive Annual Compensation Plan is
incorporated herein by reference to
Exhibit No. 10G to the Company's 1990
Annual Report on Form 10-K.
H. Non-Qualified Stock Option Plan For
Non-Employee Directors is incorporated
herein by reference to Exhibit No. 10H
to the Company's 1990 Annual Report on
Form 10-K.
I. Officers' Supplemental Retirement Plan of
Carpenter Technology Corporation is
incorporated herein by reference to Exhibit
10I to the Company's 1990 Annual Report on
Form 10-K.
J. Trust Agreement between the Company and the
Chase Manhattan Bank, N.A. dated September 11,
1990 relating, in part, to the Supplemental
Retirement Plan for Executive Officers,
Deferred Compensation Plan for Corporate and
Division Officers of Carpenter Technology
Corporation and the Officers' Supplemental
Retirement Plan of Carpenter Technology
Corporation, set forth in Exhibits Nos. 10A,
10F and 10I, above is incorporated herein by
reference to Exhibit No. 10J to the Company's
1990 Annual Report on Form 10-K.
K. Carpenter Technology Corporation Employee
Stock Ownership Plan, effective as of
September 6, 1991, is incorporated herein
by reference to Exhibit No. 10.1 to the
Company's Form 8-K Current Report dated
September 6, 1991.
L. Carpenter Technology Corporation Employee
Stock Ownership Plan Trust Agreement dated
September 6, 1991, between the Company and
State Street Bank and Trust Company, not
in its individual capacity, but solely in
its capacity as the Trustee, is incorporated
herein by reference to Exhibit No. 10.2 to
the Company's Form 8-K Current Report dated
September 6, 1991.
M. Stock Purchase Agreement dated September 6,
1991, between the Company and State Street
Bank and Trust Company, not in its indivi-
dual capacity, but solely in its capacity
as the Trustee, is incorporated herein by
reference to Exhibit No. 10.3 to the
Company's Form 8-K Current Report dated
September 6, 1991.
N. Stock Subscription and Investment Agreement
and related letter agreement, both dated
April 8, 1993, between Walsin Lihwa
Corporation and the Company are incorporated
by reference to Exhibit 1 of the Company's
Current Report on Form 8-K, dated April 7,
1993.
O. Indemnification Agreements, adopted
April 28, 1993, in the form attached between
the Company and each of the directors and the
following executive officers; Robert W. Cardy,
Donald C. Bristol, G. Walton Cottrell,
Nicholas F. Fiore, Robert W. Lodge and
John R. Welty.
P. Stock-Based Incentive Compensation Plan for
Officers and Key Employees, adopted June 22,
1993, is incorporated herein by reference to
Appendix A to the 1993 Proxy Statement.
Q. Stock Purchase Agreement dated July 28, 1993,
between Carpenter Technology Corporation,
Carpenter Investments, Inc. and the share-
holders of Aceros Fortuna, S.A. de C.V. and
Movilidad Moderna, S.A. de C.V. with respect
to the purchase of all the capital stock of
Aceros Fortuna and Movilidad Moderna is
incorporated by reference to Exhibit 1 to the
Company's Form 8-K Current Report dated
July 28, 1993.
R. Distribution Agreement dated January 12,
1994 among the Company, CS First Boston
Corporation and J. P. Morgan Securities
Inc. is incorporated by reference to
Exhibit 1 to the Company's Registration
Statement No. 33-51613.
S. Special Severance Agreements dated E-7
April 3, 1995 were entered into with
Robert W. Cardy, Donald C. Bristol,
G. Walton Cottrell, Nicholas F. Fiore,
Robert W. Lodge, and John R. Welty in
the form attached hereto as Exhibit 10S.
11. Statement re Computation of Per Share E-20
Earnings
23. Consent of Experts and Counsel E-22
Consent of Independent
24. Power of Attorney E-23
Powers of Attorney in favor of
G. Walton Cottrell or John R. Welty.
27. Financial Data Schedule E-35
99. Additional Exhibits
1995 Proxy Statement, submitted to the
SEC via Edgar on September 26, 1995