Exhibit 10.5

                SUMMARY TERMS OF EMPLOYMENT WITH HAROLD E. KINNE
                         (EFFECTIVE AS OF JULY 15, 1998)

     1.   Title - President and Chief Operating Officer.

     2.   Annual base salary of $300,000, payable bi-weekly.

     3.   Participation in the Company's Management Incentive Compensation Plan
          at a target cash incentive equal to 60% of annual base salary. The
          award payable in respect of 1998 will be prorated for the portion of
          the year that the Company employs Mr. Kinne.

     4.   A one-time grant of 5,000 non-qualified options ("NQO") for the
          purchase of the Company's common stock at an exercise price equal to
          the closing price per share on the date employment commences. These
          NQOs will vest at the rate of one-third of the options granted on each
          of the first three anniversaries of the date of grant. The NQOs will
          be issued under the Company's Incentive Stock Plan, and will include
          such other terms and conditions as are contained in the NQO grants to
          other executive officers.

     5.   A one-time grant of 25,000 performance accelerated non-qualified stock
          options ("PASO") for the purchase of the Company's common stock at an
          exercise price equal to the closing price per share on the date
          employment commences. These PASOs will vest at the rate of 20% of the
          options granted on each of the first five anniversaries of the date of
          grant. However, the PASOs will vest and become exercisable if, on or
          before February 3, 2000, the closing price of Hexcel stock equals or
          exceeds $35 per share for ten or more consecutive trading days. The
          PASOs will be issued under the Company's Incentive Stock Plan, and
          will include such other terms and conditions as are contained in the
          PASO grants to other executive officers.

     6.   A grant of 2,500 performance accelerated restricted stock units
          ("PARS"), each convertible into one share of the Company's common
          stock. The PARS will be issued under the Company's Incentive Stock
          Plan, will vest on the earlier of the achievement of acceleration
          targets or seven years from the date of grant, and will include such
          other terms and conditions as are contained in the PARS grants to
          other executive officers.

     7.   A grant of 10,000 short-term options for the purchase of the Company's
          common stock at the closing price on the date of purchase during the
          90 days from the date employment commences. For each short-term option
          exercised, Mr. Kinne 



          will receive a grant of two reload options on the same date. These 
          reload options are non-qualified options for the purchase of the 
          Company's common stock at the closing price per share on the date 
          of the grant. The reload options will vest at the rate of one-third 
          of the options granted on each of the first three anniversaries of 
          the date of grant and are not exercisable for four years.

     8.   Participation in the Company's Management Stock Purchase Plan (MSPP).
          MSPP provides for the purchase of restricted stock units at eighty
          percent of the fair market value of the Company's common stock with up
          to fifty percent of Mr. Kinne's annual bonus award.

     9.   Monthly car allowance of $1,000 in accordance with the Company's auto
          policy and annual club dues for 2 clubs.

     10.  Mr. Kinne is eligible to participate in the Company's other benefit
          plans upon meeting customary requirements for eligibility thereunder,
          which currently include its (i) qualified pension plan, (ii)
          supplemental executive retirement plan, (iii) qualified 401(k) plan,
          (iv) 401(k) restoration plan for executives, (v) annual executive
          medical examination and (vi) medical, dental, vision, disability, life
          insurance and vacation plans (except that Mr. Kinne will be eligible
          for six weeks paid vacation per year and Company paid life insurance
          in the face value of two times annual base salary).

     11.  If Mr. Kinne's employment is terminated by the Company without cause,
          the Company will pay a severance benefit equal to twelve months of
          salary plus target bonus in effect at the time of severance. However,
          if such termination occurs during the first 18 months of employment,
          the Company will provide an additional monthly severance benefit of
          $15,000 for each month remaining until the eighteenth month from the
          date of commencement of employment.

     12.  In accordance with the Company's requirement for executive ownership
          of Company stock, Mr. Kinne will acquire 3 years base salary in
          Company stock over 3 years from the date employment commences.