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                                                                 EXHIBIT 10.6(e)

                               HEXCEL CORPORATION
                         MANAGEMENT STOCK PURCHASE PLAN
                     AS AMENDED AND RESTATED MARCH 19, 2003

                                   1. PURPOSES

          This Hexcel Corporation Management Stock Purchase Plan, as approved by
the stockholders of the Corporation on May 11, 2000, as amended and restated as
of December 19, 2000, is hereby further amended and restated as of March 19,
2003 as authorized by the Board on December 12, 2002 (as so amended and
restated, the "Plan"). The purposes of the Plan are to attract and retain
highly-qualified executives, to align executive and stockholder long-term
interests by creating a direct link between annual incentive executive
compensation and stockholder return and to enable executives to purchase stock
by using a portion of their annual incentive compensation so that they can
develop and maintain a substantial stock ownership position in the Corporation.

                                 2. DEFINITIONS

          As used in this Plan, the following words and phrases shall have the
meanings indicated:

     "Affiliate" of any Person shall mean any other Person that directly or
indirectly, through one or more intermediaries, Controls, is Controlled by, or
is under common Control with, such first Person. The term "Control" shall have
the meaning specified in Rule 12b-2 under the Exchange Act.

     "Agreement" shall mean an agreement entered into between the Corporation
and a Participant in connection with a grant under the Plan.

     "Annual Bonus" shall mean the bonus earned by a Participant for any
Corporation fiscal year under the Annual Plan.

     "Annual Plan" shall mean the Hexcel Corporation Management Incentive
Compensation Plan or any substitute plan, as amended from time to time.

     "Beneficial Owner" (and variants thereof) shall have the meaning given in
Rule 13d-3 promulgated under the Exchange Act.

     "Board" shall mean the Board of Directors of the Corporation.

     "Cause" shall mean (i) the willful and continued failure by the Participant
to substantially perform the Participant's duties with the Corporation (other
than any such failure resulting from the Participant's incapacity due to
physical or mental illness) after a written demand for substantial performance
is delivered to the Participant by the Corporation, which demand specifically
identifies the manner in which the Corporation believes that the Participant has
not substantially performed the Participant's duties, or (ii) the willful
engaging by the Participant in conduct which is demonstrably and materially
injurious to the Corporation or its subsidiaries, monetarily or otherwise. For
purposes of clauses (i) and (ii) of this definition, no act, or failure to act,
on the Participant's part shall be deemed "willful" unless done, or omitted to
be done, by the

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Participant not in good faith and without reasonable belief that the
Participant's act, or failure to act, was in the best interest of the
Corporation.

     "Change in Control" shall have the meaning given in Article 6 hereof.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Committee" shall mean the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board.

     "Corporation" shall mean Hexcel Corporation, a corporation organized under
the laws of the State of Delaware, or any successor corporation.

     "Disability" shall mean that, as a result of the Participant's incapacity
due to physical or mental illness or injury, the Participant shall not have
performed all or substantially all of the Participant's usual duties as an
employee for a period of more than one-hundred-fifty (150) days in any period of
one-hundred-eighty (180) consecutive days.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     "Fair Market Value" per share of Stock shall be the average of the closing
prices on the NYSE Consolidated Transactions Tape for the five trading days
immediately preceding the relevant valuation date and "Fair Market Value" of a
Restricted Stock Unit on any valuation date shall be deemed to be equal to the
Fair Market Value of a share of Stock on such valuation date.

     "Participant" shall mean a person who receives a grant of Restricted Stock
Units under the Plan; all such grants are sometimes referred to herein as
"purchases".

     "Person", as used in Article 6 hereof, shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) of the Exchange Act.

     "Plan" means this Hexcel Corporation Management Stock Purchase Plan, as
amended from time to time.

     "Restricted Period" shall have the meaning given in Sections 5(c) and 5(h)
hereof.

     "Restricted Stock Unit" or "Restricted Stock Units" shall have the meaning
given in Section 5 hereof.

     "Retirement" shall mean the termination of a Participant's employment
(other than by reason of death or Cause) which occurs either (i) at or after age
65 or (ii) at or after age 55 after five (5) years of employment by the
Corporation (or a Subsidiary thereof).

     "Stock" shall mean shares of the common stock of the Corporation, par value
$.01 per share.

     "Stockholders Agreement" shall mean any stockholders agreement, governance
agreement or other similar agreement between the Corporation and a holder or
holders of Voting Securities.

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     "Subsidiary" shall mean any subsidiary of the Corporation (whether or not a
subsidiary at the date the Plan is adopted) which is designated by the Committee
to participate in the Plan.

     "Term" shall have the meaning given in Article 14 hereof.

     "Voting Securities" shall mean Stock and any other securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation.

                                    3. STOCK

          The maximum number of shares of Stock which shall be reserved for the
grant of Restricted Stock Units under the Plan shall be 550,000, which number
shall be subject to adjustment as provided in Article 7 hereof. Such shares may
be either authorized but unissued shares or shares that shall have been or may
be reacquired by the Corporation.

          If any outstanding grant of Restricted Stock Units under the Plan
should, for any reason be cancelled or be forfeited before all its restrictions
lapse, the shares of Stock allocable to the cancelled or terminated portion of
such grant shall (unless the Plan shall have been terminated) become available
for subsequent grants under the Plan.

                                 4. ELIGIBILITY

          During the Term of the Plan any Participant in the Annual Plan (who
has been designated by the Committee as a Participant in this Plan) can elect to
receive up to fifty (50%) percent of the Participant's Annual Bonus in
Restricted Stock Units granted pursuant to, and subject to the terms and
conditions of, this Plan. Except as otherwise provided by the Committee in its
discretion with respect to the first fiscal year of the Corporation in which (i)
the Plan is in effect or (ii) a Participant participates in the Plan, any such
election by a Participant must be made at least six months prior to the day the
amount of the Participant's Annual Bonus is finally determined under the Annual
Plan. Since the Restricted Stock Units are "purchased" with part or all of the
Annual Bonus, all Restricted Stock Unit grants under this Plan are sometimes
referred to herein as "purchases." For purposes of the Plan, the date of
purchase of a Restricted Stock Unit shall be deemed to be the date the Annual
Bonus (from which the purchase funds are derived) is payable.

                            5. RESTRICTED STOCK UNITS

          Each grant of Restricted Stock Units under the Plan shall be evidenced
by a written agreement between the Corporation and the Participant, in such form
as the Committee shall from time to time approve, and shall comply with the
following terms and conditions (and with such other terms and conditions not
inconsistent with the terms of this Plan as the Committee, in its discretion,
shall establish):

     (a) NUMBER OF RESTRICTED STOCK UNITS. Each agreement shall state the number
of Restricted Stock Units to be subject to a grant.

     (b) PRICE. The price of each Restricted Stock Unit purchased under the Plan
shall be eighty (80%) percent of its Fair Market Value on the date of purchase.
Notwithstanding any other provision of the Plan, in no event shall the price per
Restricted Stock Unit be less than the par value per share of Stock.

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     (c) NORMAL VESTING; NORMAL END OF RESTRICTED PERIOD. Subject to Section
5(d) hereof, one-third (1/3) of Restricted Stock Units purchased on a given date
shall vest on each of the first three anniversaries of the date of purchase, but
the Restricted Period of all Restricted Stock Units purchased on that date shall
end on the third anniversary thereof.

     (d) ACCELERATION OF VESTING AND END OF RESTRICTED PERIOD. Notwithstanding
Section 5(c) hereof, a Participant's Restricted Stock Units shall immediately
become completely vested and their respective Restricted Periods shall end upon
the first to occur of (x) a Change in Control, (y) the involuntary termination
of the Participant's employment without Cause, or (z) the termination of a
Participant's employment by reason of Retirement or the Participant's death or
Disability. Additionally, the Committee shall have the authority to vest any or
all of a Participant's Restricted Stock Units and to end their respective
Restricted Periods at such earlier time or times and on such terms and
conditions as the Committee shall deem appropriate.

     (e) PAYMENT AT END OF RESTRICTED PERIOD. Upon the end of the Restricted
Period with respect to a Restricted Stock Unit, the Participant (or the
Participant's estate, in the event of the Participant's death) will receive
payment of all the Participant's Restricted Stock Units in the form of an equal
number of unrestricted shares of Stock.

     (f) TERMINATION DURING THE RESTRICTED PERIOD AND VESTED RESTRICTED STOCK
UNITS; PAYMENT. If the termination of the employment of a Participant occurs
during the Restricted Period, the Participant (or the Participant's estate, in
the event of the Participant's death) will receive unrestricted shares of Stock
equal in number to the Participant's vested Restricted Stock Units.

     (g) TERMINATION DURING RESTRICTED PERIOD AND UNVESTED RESTRICTED STOCK
UNITS; PAYMENT. If the termination of the employment of a Participant occurs
during the Restricted Period, the Participant will receive a cash payment equal
to eighty (80%) percent of the Fair Market Value of the Participant's unvested
Restricted Stock Units on the date of their purchase.

     (h) RESTRICTIONS. Restricted Stock Units (whether or not vested) may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, during the Restricted
Period. The Committee may also impose such other restrictions and conditions on
the shares as it deems appropriate.

                     6. CHANGE IN CONTROL OF THE CORPORATION

          For purposes of the Plan, the term "Change in Control" shall mean any
of the following events:

          any Person is or becomes the Beneficial Owner, directly or indirectly,
of 40% or more of either (a) the then outstanding Stock of the Corporation (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 Corporation (the "Total Voting Power"); excluding, however, the
following: (i) any acquisition by the Corporation or any of its Controlled
Affiliates, (ii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of its Controlled Affiliates
and (iii) any Person who becomes such a Beneficial Owner in connection with a
transaction described in the exclusion within paragraph (3) below; or

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          a change in the composition of the Board such that the individuals
who, as of March 19, 2003 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
date whose election, or nomination for election by the Corporation's
stockholders, was made or approved pursuant to the terms of each then existing
Stockholders 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 considered a
member of the Incumbent Board; or

          there is consummated a merger or consolidation of the Corporation or
any direct or indirect subsidiary of the Corporation or a sale or other
disposition of all or substantially all of the assets of the Corporation
("Corporate Transaction"); excluding, however, such a Corporate Transaction (a)
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
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 company which
as a result of such transaction owns the Corporation or all or substantially all
of the Corporation'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, and (b) immediately following which the individuals
who comprise the Board immediately prior thereto constitute at least a majority
of the board of directors of the company resulting from such Corporate
Transaction (including, without limitation, a company which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries); or

          the approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

                               7. RECAPITALIZATION

          The aggregate number of shares of Stock as to which Restricted Stock
Units may be granted to Participants and the number of shares thereof covered by
each outstanding Restricted Stock Unit, shall all be proportionately adjusted
for any increase or decrease in the number of issued shares of Stock resulting
from a subdivision or consolidation of shares or other capital adjustment, or
the payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Corporation, or other change in
corporate or capital structure; provided, however, that any fractional shares
resulting from any such adjustment shall be eliminated. The Committee shall also
make the foregoing changes and any other changes, including changes in the
classes of securities available, to the extent it is deemed necessary or
desirable to preserve the intended benefits of the Plan for the Corporation and
the Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other distribution or
similar transaction.

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                         8. PAYMENT OF WITHHOLDING TAXES

          Except as otherwise provided by the Committee, (i) the deduction of
withholding and any other taxes required by law will be made from all amounts
paid in cash and (ii) in the case of distributions in shares of Stock, the
Participant shall be required to pay the amount of any taxes required to be
withheld prior to receipt of such Stock, or alternatively, a number of shares
the Fair Market Value of which equals the amount required to be withheld may be
deducted from the shared distributed.

                           9. RIGHTS AS A STOCKHOLDER

          A Participant or a transferee of a grant shall have no rights as a
stockholder with respect to any shares of Stock which may become issuable
pursuant to the grant until the date of the issuance of a stock certificate to
him or her for such shares. No adjustment shall be made for dividends (whether
ordinary or extraordinary, and whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date such
stock certificate is issued, except as provided in Article 7 hereof.

                           10. NO RIGHTS TO EMPLOYMENT

          No person shall have any claim or right to be a Participant in the
Plan, and the grant hereunder shall not be construed as giving a Participant the
right to be retained in the employ of, or in the other relationship with, the
Corporation or a Subsidiary. Further, the Corporation and each Subsidiary
expressly reserve the right at any time to dismiss a Participant free from any
liability, or any claim under the Plan, except as provided herein or in any
agreement issued hereunder or in any other agreement applicable between a
Participant and the Corporation or a Subsidiary.

                               11. ADMINISTRATION

          The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Restricted Stock Units; to determine the
persons to whom, and the time or times at which grants shall be granted; to
determine the number of Restricted Stock Units to be covered by each grant; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Agreements
(which need not be identical) and to cancel or suspend grants, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

          The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. The
Committee may appoint a chairperson and a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. The Committee shall hold its meetings at
such times and places (and its telephonic meetings at such times) as it shall
deem advisable. The Committee may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan. All

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decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Corporation, the Participant (or any
person claiming any rights under the Plan from or through any Participant) and
any stockholder.

          No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant
hereunder.

                    12. AMENDMENT AND TERMINATION OF THE PLAN

          The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that an amendment for which the
Board determines stockholder approval is necessary or appropriate under the
circumstances then prevailing shall not be effective unless approved by the
requisite vote of stockholders. Except as provided in Article 7 hereof, no
suspension, termination, modification or amendment of the Plan may adversely
affect any grant previously made to a Participant, unless the written consent of
the Participant is obtained.

                                13. GOVERNING LAW

          The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.

                           14. EFFECTIVE DATE AND TERM

          The Plan is hereby amended and restated herein as of March 19, 2003.
The Plan shall replace the Management Stock Purchase Plan in effect immediately
prior thereto (the "Prior Plan"), but all Restricted Stock Units granted under
the Prior Plan shall remain outstanding pursuant to the terms thereof.

          THE PLAN SHALL TERMINATE ON MARCH 31, 2010. NO RESTRICTED STOCK UNITS
SHALL BE GRANTED AFTER THE TERMINATION OF THE PLAN.

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