EXHIBIT INDEX
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Exhibit No. Title Page
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2. Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession
A. Agreement and Plan of Merger dated
January 6, 1997, by and among Dynamet
Incorporated, Shareholders of Dynamet
Incorporated and Carpenter is
incorporated herein by reference to
Exhibit 1 to Carpenter's Current
Report on Form 8-K filed on
March 27, 1997.
3. Articles of Incorporation and By-Laws
A. Restated Certificate of Incorporation
is incorporated herein by reference
to Exhibit 3A of Carpenter's 1987
Annual Report on Form 10-K.
B. By-Laws, amended as of December 5, 1996,
are incorporated herein by reference to
Exhibit 3B of Carpenter's 1996 Annual
Report on Form 10-K and to Exhibit 3 of
Carpenter's Form 10-Q Quarterly Report
for the quarter ended December 31, 1996.
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. Rights Agreement relating to Rights
distributed to holders of Carpenter's
Stock, amended as of April 23, 1996,
is incorporated by reference to
Carpenter's Current Report on Form 8-K
filed May 3, 1996.
C. Section 5.8 of the Note Agreement dated E-7
August 1, 1988 with respect to the
issuance of $9,000,000 9.89% Senior
Notes, Series A due August 23, 1994 and
$21,000,000 10.45% Senior Notes,
Series B due May 15, 1999 by and among
Carpenter and certain financial institu-
tions identified therein which impose
certain restrictions on dividend payments
by Carpenter, the relevant portions of
which are attached hereto.
D. Certificate of Designation, Preferences
and Rights of the Series A Convertible
Preferred Stock is incorporated herein
by reference to Exhibit No. 3.1 to
Carpenter's Form 8-K Current Report dated
September 6, 1991.
E. Indenture related to Carpenter's
$100,000,000 of 9.0% Sinking Fund
Debentures due 2022 is incorporated
herein by reference to Exhibit No. 4A
to Carpenter's Form 10-Q Quarterly
Report for the quarter ended March 31,
1992.
F. Carpenter'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.
G. Indenture dated January 12, 1994,
between Carpenter and Morgan Guaranty
Trust Company of New York, as Trustee,
related to Carpenter's $100,000,000 of
unsecured medium term notes registered
under Registration No. 33-51613 is
incorporated by reference to Carpenter's
Report on Form 10-Q for the quarterly
period ended December 31, 1993.
H. Carpenter'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.
I. 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 Carpenter's $100,000,000
Medium Term Note Program is incorporated
by reference.
J. 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 Carpenter's
$100,000,000 Medium Term Note Program
is incorporated by reference.
K. 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
Carpenter's $100,000,000 Medium Term Note
Program is incorporated by reference.
L. 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
Carpenter's $100,000,000 Medium Term Note
Program is incorporated by reference.
M. 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
Carpenter'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 April 23, 1996, is
incorporated herein by reference to Exhibit
No. 10A to Carpenter's 1996 Annual Report on
Form 10-K.
B. Management and Officers Capital Appre-
ciation Plan, an Incentive Stock Option
Plan, amended as of August 9, 1990, is
incorporated herein by reference to
Exhibit No. 10B to Carpenter'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
Carpenter's 1983 Annual Report on Form
10-K.
E. Deferred Compensation Plan for
Nonmanagement Directors of Carpenter
Technology Corporation, amended as of
December 7, 1995, is incorporated
herein by reference to Exhibit No. 10E
to Carpenter's 1996 Annual Report on
Form 10-K.
F. Deferred Compensation Plan for Corporate E-9
and Division Officers of Carpenter
Technology Corporation, amended as of
April 1, 1997, in the form attached
hereto.
G. Executive Annual Compensation Plan, E-20
amended as of July 1, 1997, in the
form attached hereto.
H. Non-Qualified Stock Option Plan For
Non-Employee Directors, as amended, is
incorporated herein by reference to
Appendix A of Carpenter's 1997 Proxy
Statement.
I. Officers' Supplemental Retirement Plan
of Carpenter Technology Corporation is
incorporated herein by reference to
Exhibit 10I to Carpenter's 1990 Annual
Report on Form 10-K.
J. Trust Agreement between Carpenter and E-28
the Chase Manhattan Bank, N.A., dated
September 11, 1990 as amended and
restated on May 1, 1997, in the form
attached hereto, relating in part to the
Supplemental Retirement Plan for Executive
Officers, Deferred Compensation Plan for
Corporate and Division Officers and the
Officers' Supplemental Retirement Plan of
Carpenter Technology Corporation set
forth in Exhibits 10A, 10F and 10I above.
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 Carpenter'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
Carpenter 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 Carpenter's Form
8-K Current Report dated September 6,
1991.
M. Stock Purchase Agreement dated
September 6, 1991, between Carpenter
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. 10.3 to Carpenter's
Form 8-K Current Report dated
September 6, 1991.
N. Stock Subscription and Investment E-55
Agreement as amended and restated
effective January 1, 1997, by and
among Walsin Lihwa Corporation and
Carpenter in the form attached
hereto.
O. Indemnification Agreements, entered
into between Carpenter and each of the
directors and the following executive
officers: Robert W. Cardy, Dennis M.
Draeger, G. Walton Cottrell, Nicholas F.
Fiore, Robert W. Lodge and John R. Welty
are incorporated by reference to the form
attached to Carpenter's 1993 Form 10-K.
P. Stock-Based Incentive Compensation Plan
for Officers and Key Employees, amended
as of June 27, 1996, is incorporated
herein by reference to Appendix A to
the 1996 Proxy Statement.
Q. Stock Purchase Agreement dated
July 28, 1993, between Carpenter
Technology Corporation, Carpenter
Investments, Inc. and the shareholders
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 Carpenter's
Form 8-K Current Report dated
July 28, 1993.
R. Distribution Agreement dated
January 12, 1994 among Carpenter,
CS First Boston Corporation and
J.P. Morgan Securities Inc. is
incorporated by reference to
Exhibit 1 to Carpenter's
Registration Statement No. 33-51613.
S. Special Severance Agreements entered
into between Carpenter and each of
the following executive officers:
Robert W. Cardy, Dennis M. Draeger,
G. Walton Cottrell, Nicholas F. Fiore,
Robert W. Lodge, and John R. Welty
are incorporated herein by reference
to the form attached to Carpenter's
1995 Form 10-K.
T. Trust Agreement between Carpenter E-83
and the Chase Manhattan Bank, N.A.,
dated December 7, 1990 as amended and
restated on May 1, 1997, in the form
attached hereto, relating in part to
the Directors' Retirement Plan and
the Deferred Compensation Plan for
Nonmanagement Directors set forth in
Exhibits 10D and 10E above.
11. Statement re Computation of Per Share E-108
Earnings
12. Statement re Computations of Ratios E-110
23. Consent of Experts and Counsel E-111
Consent of Independent Accountants
24. Powers of Attorney E-112
Powers of Attorney in favor of
G. Walton Cottrell or John R. Welty.
27. Financial Data Schedule E-127
99. Additional Exhibits
1997 Proxy Statement, submitted to the
SEC via Edgar