EXHIBIT INDEX
Exhibit No. Title Page
- ----------- ----- ----
2. Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession
A. Agreement and Plan of Merger among
Carpenter Technology Corporation,
Score Acquisition Corp. and Talley
Industries, Inc. dated September 25,
1997 is incorporated herein by
reference to Exhibit (c)(1) to
Schedule 14d-1 relating to Talley
Industries, Inc. filed on October 2,
1997 by Carpenter and Score
Acquisition Corp.
B. 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 3 of Carpenter's Form 10-Q
Quarterly Report for the quarter ended
September 30, 1998.
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. Carpenter's Registration Statement
No. 333-44757, as filed on Form S-3 on
January 22, 1998, and amended on
February 13, 1998, with respect to
issuance of Common Stock and unsecured
debt is incorporated herein by reference.
D. Prospectus, dated February 13, 1998 and
Prospectus Supplement, dated March 31, 1998,
File No. 333-44757, with respect to issuance
of $198,000,000 of Medium Term Notes
are incorporated by reference.
E. Indenture dated January 12, 1994,
between Carpenter and U.S. Bank
Trust National Association, formerly
known as First Trust of New York,
National Association, as successor
Trustee to Morgan Guaranty Trust
Company of New York, related to
Carpenter's i) $100,000,000 of
unsecured medium term notes registered
on Registration Statement No. 33-51613
and ii) $198,000,000 of unsecured
medium term notes registered on
Registration Statement No. 333-44757
is incorporated by reference to
Carpenter's Report on Form 10-Q
Quarterly Report for the period ended
December 31, 1993.
F. Forms of Fixed Rate and Floating Rate
Medium-Term Note, Series B are
incorporated by reference to Exhibit 20
to Carpenter's Current Report on Form
8-K filed on April 15, 1998.
G. Pricing Supplements No. 1 through 25
dated and filed from April 2, 1998 to
June 11, 1998, supplements to Prospectus
dated February 13, 1998 and Prospectus
Supplement dated March 31, 1998, File No.
333-44757 with respect to issuance of
$198,000,000 of Medium Term Notes are
incorporated herein 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
and Division Officers of Carpenter
Technology Corporation, amended as of
April 1, 1997, is incorporated by
reference to Exhibit E-9 to Carpenter's 1997
Annual Report on Form 10-K.
G. Executive Annual Compensation Plan,
amended as of July 1, 1997 is
incorporated by reference to Exhibit
E-20 to Carpenter's 1997 Annual
Report on Form 10-K.
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
the Chase Manhattan Bank, N.A., dated
September 11, 1990 as amended and
restated on May 1, 1997, 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 is
incorporated by reference to Exhibit
E-28 to Carpenter's 1997 Annual Report
on Form 10-K.
K. 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.
L. 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.
M. 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.
N. 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 of agreement attached to
Carpenter's 1995 Form 10-K.
O. Trust Agreement between Carpenter
and the Chase Manhattan Bank, N.A.,
dated December 7, 1990 as amended and
restated on May 1, 1997, relating in
part to the Directors' Retirement Plan
and the Deferred Compensation Plan for
Nonmanagement Directors, is
incorporated by reference to
Exhibit E-83 to Carpenter's 1997
Annual Report on Form 10-K.
P. Underwriting Agreement dated March 10, 1998
between Carpenter and J.P. Morgan
Securities Inc.; Credit Suisse First
Boston Corporation; Bear, Stearns &
Co. Inc. and Paine Webber Incorporated is
incorporated herein by reference to
Carpenter's Form 8-K/A filed on
March 19, 1998.
Q. Distribution Agreement dated
March 31, 1998 between Carpenter and
Credit Suisse First Boston Corporation
and J.P. Morgan Securities Inc. is
incorporated by reference to
Exhibit 1 to Carpenter's Current Report
on Form 8-K filed on April 15, 1998.
12. Computations of Ratios of Earnings to
Fixed Charges E-6
23. Consent of Experts and Counsel
Consent of Independent Accountants E-7
24. Powers of Attorney
Powers of Attorney in favor of
G. Walton Cottrell or John R. Welty. E-8
27. Financial Data Schedule E-15
99. Additional Exhibits
Agreement to Furnish Debt Instruments E-16