EXHIBIT 10.1


                    LUKENS INC. SUPPLEMENTAL RETIREMENT PLAN

              (As Amended and Restated Effective December 9, 1997)

                  Lukens Inc., a Delaware corporation, pursuant to Resolution of
its Board of  Directors,  has amended and  restated the  following  Supplemental
Retirement  Plan previously  adopted  effective as of December 28, 1975 (revised
effective  August 1, 1978,  January 1, 1980, May 14, 1980,  March 18, 1981, July
31,  1983 July 31,  1988,  and January 1, 1990),  the  objective  of which is to
provide  eligible  Participants  retirement  benefits which are  supplemental to
benefits provided under the Lukens Inc. Salaried Employees Retirement Plan.
                  This  Plan,  as  amended  and  restated,  shall  apply only to
Participants  who  terminate  employment  with the  Company on or after July 31,
1988, except that changes adopted effective December 9, 1997 shall be considered
effective  with respect to the version of the Plan in effect at the date of such
termination  of employment.  The right of an employee who terminated  employment
with the  Company  on or before  July 30,  1988,  to a  supplemental  retirement
benefit shall be governed by the  Supplemental  Retirement Plan as it existed at
the time of such person's  termination of  employment,  as revised in accordance
with the changes adopted effective December 9, 1997.

                                    ARTICLE I
                                   Definitions
                  Section I.1.  As used herein:

                       (a)   "Accrued   Benefit"   means  with  respect  to  any
Participant  the portion of the benefit  earned  under the Plan to the Change in
Control  Payment Date  calculated in  accordance  with Article IV. To the extent
that (i) a  Participant's  Accrued  Benefit is  calculated  under  Article IV by
reference to monthly retirement income benefits payable to the Participant under
the Retirement  Plan, and (ii) no such benefits are or would upon termination of
employment  and  application  therefor be payable to the  Participant  as of the
Change in Control  Payment  Date,  the  Participant's  Accrued  Benefit shall be
calculated  under  Article IV by  reference  to the


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monthly retirement income benefits accrued with respect to the Participant under
the Retirement Plan as of the Change in Control Payment Date.

                       (b) "Board" means the Board of Directors of Lukens Inc.

                       (c)  "Cause"  for   termination   by  the  Company  of  a
Participant's  employment  means (i) the  willful and  continued  failure by the
Participant to substantially  perform the Participant's  duties with the Company
(other than any such failure resulting from the Participant's  incapacity due to
physical or mental illness or any such actual or  anticipated  failure after the
issuance of a notice of termination for Good Reason by the Participant)  after a
written demand for  substantial  performance is delivered to the  Participant by
the Board,  which demand  specifically  identifies the manner in which the Board
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  Company  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  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 Company.

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                       (d)  "Change  in  Control"  means  any of  the  following
events:

                           (i) (A) Any  "person"  or "group"  (as such terms are
used in Sections 3 (a) (9), 13 (d) (3) and 14 (d) (2) of the Securities Exchange
Act of 1934,  as amended) , considered  together with its or their  "affiliates"
and  "associates"  (as such terms are defined in Rule 12b-2 of the General Rules
and Regulations  under the Securities  Exchange Act of 1934, as amended),  is or
becomes the beneficial  owner (as defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended),  or acquires
or holds voting  control,  directly or indirectly,  of securities of the Company
which, when considered together with any other securities held by such person or
group or their  affiliates or associates  which by their terms are  convertible,
even if not then  convertible,  represent  twenty  percent  (20%) or more of the
voting power of the then  outstanding  securities  of the  Company,  and (B) the
Board as it existed  immediately  prior to any such  acquisition of or change in
ownership or control,  after having been advised  thereof,  does not, within ton
days after being so advised,  adopt a resolution  specifically  determining that
such  acquisition  of or change in ownership  or control  does not  constitute a
change of control event within the meaning of this paragraph; or

                           (ii) A change in the composition of a majority of the
Board  within 24 months after any "person" or "group" (as such terms are used in
Sections 3(a)(9),  13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended),  considered together with its or their "affiliates" or "associates"
(as such terms are  defined in Rule 12b-2 of the General  Rules and  Regulations
under the  securities  Exchange  Act of 1934,  as  amended),  is or becomes  the
beneficial  owner (as defined in Rule 13d-3 of the General Rules and Regulations
under the  Securities  Exchange  Act of 1934,  as  amended) or acquires or holds
voting control, directly or indirectly, of securities of the Company which, when
considered  together with any other  securities  hold by such person or group or
their affiliates or associates which by their terms are

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convertible, even if not then convertible, represent twenty percent (20%) of the
voting power of the then outstanding securities of the Company; or

                           (iii) (A) Any "persons" or "group" (as such terms are
used in Section 3(a)(9), 13(d)(3) and 14(d)(2) of the Securities Exchange Act of
1934, as amended)  commences a tender offer or exchange  offer for securities of
the Company if, upon consummation thereof, the offeror, considered together with
its  "affiliates"  and  "associates" (as such terms are defined in Rule 12b-2 of
the General Rules and Regulations under the Securities  Exchange Act of 1934, as
amended),  would own or  control,  directly  or  indirectly,  securities  of the
Company which,  when considered  together with any other securities held by such
person  or group or their  affiliates  or  associates  which by their  terms are
convertible,  even if not then  convertible,  represent  thirty percent (30%) or
more of the voting power of the then outstanding  securities of the Company, and
(B) the Board of Directors of the Company as it existed immediately prior to any
such offer,  after having been advised  thereof,  does not,  within ten business
days after being so adviser,  adopt a resolution  specifically  determining that
such offer does not  constitute a change of control  event within the meaning of
this paragraph.  The terms "person" and "group," as used in this Subsection (d),
shall not include (i) the  Company;  (ii) any  corporation  in which the Company
owns, directly or indirectly,  voting securities  sufficient to elect at least a
majority of the directors of such  corporation;  (iii) any employee benefit plan
of the Company or of any corporation  described in clause (ii),  above; (iv) any
individual or entity organized,  appointed or established by the Company for, or
pursuant to the terms of any employee  benefit plan  described in clause  (iii),
above.

                       (e)  "Change in Control  Payment  Date" means the date of
the occurrence of one of the following  events following a Change of Control and
before the fifth anniversary of the effective date of such Change of Control:

                           (i)  termination of the  Participant's  employment by
the Company other than for Cause;

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                           (ii) the Participant's termination of employment with
the Company for Good Reason; or

                           (iii)  termination of the Plan without  establishment
of a similar plan covering the Participant.

                       (f)  "Committee"  means  the  Executive  Development  and
Compensation Committee of the Board.

                       (g)  "Compensation"  means the average during the highest
five  consecutive Plan Years of the last ten Plan Years preceding the earlier of
the year of the Participant's Retirement or the year of the Participant's Normal
Retirement Date, calculated as follows:

                           (i) for Plan Years  beginning on or after  January 1,
1988, one hundred percent (100%) of the Participant's compensation as defined in
the  Retirement  Plan (as  amended  and  restated  effective  January  1,  1988)
(including amounts deferred as salary reduction  contributions  under the Lukens
Inc.  Employees Capital  Accumulation  Plan),  plus, for any Plan Year for which
such  definition  of  compensation  in the  Retirement  Plan  does  not  include
incentive compensation, one hundred percent (100%) of the incentive compensation
allocated  under  the  Lukens  Inc.  1983  Target  Incentive  Plan  (in the year
accrued); plus

                           (ii) for Plan Years beginning before January 1, 1988,
one hundred percent (100%) of the Participant's annual base salary,  computed by
converting  the last  regular  full pay period base salary rate paid in the Plan
Year to an  annual  amount,  including  amounts  deferred  as  salary  reduction
contributions  under the Lukens Inc.  Employees Capital  Accumulation  Plan, but
excluding  any amount  resulting  from a  cost-of-living  adjustment  which took
effect  after May 1,  1974  plus one  hundred  percent  (100%) of the  incentive
compensation  allocated under the Lukens Incentive compensation Plan, the Lukens
Inc. 1983 Target Incentive Plan or the Lukens Profit Sharing Program.

                       (h)  "Continuous  Service"  means the period of time, not
exceeding forty years,  during which a Salaried Employee or Participant

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shall be deemed  continuously  employed  by the  Company  or any  subsidiary  in
accordance with past employment practices.

                           (i) "Good Reason" for  termination by the Participant
of the  Participant's  employment  with the Company means,  with respect to each
Participant who is a party to an individual agreement with the Company providing
for  benefits in the event of a Change in Control,  "Good  Reason" as defined in
such  individual  agreement,  and with respect to each  Participant who is not a
party to an individual  agreement with the Company providing for benefits in the
event of a Change in Control, the occurrence (without the Participant's  express
written consent) of any one of the following acts by the Company, or failures by
the Company to act,  unless,  in the case of any act  described  in clause (iii)
hereof, such act or failure to act is corrected prior to the date of termination
specified in the notice of termination given in respect thereof:

                           (i) a reduction  by the Company in the  Participant's
annual  base  salary  as in  effect  on the  date  hereof  or as the same may be
increased  from  time to time  except  for  across-the-board  salary  reductions
similarly  affecting  all  similarly-situated  employees  of the Company and all
similarly-situated  employees  of any  "person"  in  control  of the  Company as
described in the definition of Change in Control;

                           (ii) the Company's  failure to pay to the Participant
any portion of the  Participant's  current  compensation  except  pursuant to an
across-the-board     compensation     deferral    similarly     affecting    all
similarly-situated employees of the Company and all similarly-situated employees
of any "person" in control of the Company,  as  described in the  definition  of
Change in Control, or to pay to the Participant any portion of an installment of
deferred  compensation under any deferred  compensation  program of the Company,
within seven (7) days of the date such compensation is due; or

                           (iii) the Company's failure to continue in effect any
other compensation,  incentive,  insurance, fringe benefit or similar program in
which the Participant participates immediately prior to the Change

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in Control,  unless an equitable  arrangement (embodied in an ongoing substitute
or  alternative  program)  has been made with  respect to such  program,  or the
Company's  failure to continue the  Participant's  participation  therein (or in
such substitute or alternative  plan), the result of which is a material adverse
effect on the Participant's total compensation in the aggregate.

                       (j)  "Lukens"  or  "Company"  means  Lukens  Inc.  or any
successor thereto.

                       (k)  "Management  Group" means (A) those employees of the
Company who (i) are  employed in the Lukens  Steel  Company or Lukens  Corporate
Headquarters, (ii) are in salary grade 16 or above, and (iii) do not participate
in any other  non-qualified  incentive or sales compensation plan or arrangement
of the Company other than the Lukens  Incentive  Compensation  Plan,  the Lukens
Inc.  1983  Target  Incentive  Plan  or the  Lukens  Inc.  Divisional  Incentive
Compensation Plan, and (B) any employees of a subsidiary of the company who have
been designated by the Committee as members of the Management Group.

                       (l)  "Normal  Retirement  Date" means the last day of the
month in which a Participant attains age 65.

                       (m)  "Participant"  means any  Salaried  Employee who has
five or more years of Continuous  Service in the Management Group at the time of
Retirement or a Change in Control Payment Date. No Salaried Employee who was not
a  Participant  as of December  31, 1987 shall become a  Participant  after that
date.

                       (n)  "Plan"  means  the   supplemental   retirement  plan
described  herein  which  shall  be  known  as  the  "Lukens  Inc.  Supplemental
Retirement Plan".

                       (o) "Plan Year" means any year  commencing on any January
1 and ending on the following December 31.

                       (p)   "Retirement"   means  (i)   retirement   at  Normal
Retirement Date or later, or (ii) retirement prior to Normal Retirement Date but
after  completing  at least five years of Continuous  Service in the  

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Management Group, other than a termination of employment by the Company prior to
age 62 for Cause.

                       (q)  "Retirement  Plan"  means the Lukens  Inc.  Salaried
Employees  Retirement  Plan as from time to time  amended and any other  defined
benefit  employee pension plan maintained by the company and/or its subsidiaries
and affiliated companies.

                       (r) "Salaried  Employee"  means any salaried  employee of
the Company or any subsidiary of the Company who is paid on a periodic or yearly
salary basis,  but shall not include a Director of the Company unless he is also
a regular salaried employee.

                  Section I.2. Wherever used herein,  masculine pronouns include
the feminine, and the plural includes the singular.

                                   ARTICLE II

                                  Cost of Plan

                  Section II.1. The cost of the supplemental retirement benefits
payable hereunder shall be paid for by the Company.

                                   ARTICLE III

                                   Eligibility

                  Section III.1.

                       (a) A  Participant  who  retires  on or after his  Normal
Retirement Date and, on the date of his Retirement,  has completed at least five
years of Continuous Service in the Management Group shall be eligible to receive
full benefits hereunder in accordance with Article IV.

                       (b) Each  Participant  whose  Retirement  is prior to his
Normal  Retirement  Date shall be  eligible  to receive  benefits  hereunder  in
accordance with Article V.

                       (c) Except on or after a Change in Control  Payment Date,
no Participant  shall be eligible to receive  benefits under  Subsections (a) or
(b) until the Participant has commenced to receive retirement benefits under the
Retirement Plan.

                                   ARTICLE IV

                             Computation of Benefits

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                  Section IV.1.  Subject to Section 4.3, the monthly  retirement
benefit  payable  to a  Participant  at his Normal  Retirement  Date shall be an
amount equal to the excess of (a) over (b) where

                       (a) is 1/12th of the sum  determined by  multiplying  his
Compensation by

                           (i) 1-2/3% for each year or  fraction  thereof of his
Continuous Service not exceeding 20, plus

                           (ii) 1.0% for each year or  fraction  thereof  of his
Continuous Service in excess of 20, and

                       (b)  is  the  amount  of any  monthly  retirement  income
benefit  (computed on a straight  life annuity  basis)  payable to him under the
Retirement  Plan  (exclusive of any supplement  payable under Section 6.9 of the
Retirement Plan as in effect on December 31, 1987 and determined  without regard
to any reduction  thereof for payments made on account of  disability) as of his
date of Retirement.

                  Section IV.2. In the event of a Participant's Retirement after
his Normal  Retirement Date,  benefits payable hereunder shall be computed as if
the  Participant  had  retired  as of his  Normal  Retirement  Date,  except  as
otherwise required by applicable law.

                  Section IV.3.  Notwithstanding  any provision contained herein
to the contrary, the minimum benefit payable to a Participant hereunder shall be
the excess of (a) over (b) where

                       (a)  is  the  amount  of any  monthly  retirement  income
benefit (computed on a straight life annuity basis) that would have been payable
to him under the  Retirement  Plan  (exclusive of any  supplement  payable under
Section  6.9 of  the  Retirement  Plan  and  determined  without  regard  to any
reduction  thereof for payments made on account of disability) as of his date of
Retirement, but for the limitations contained therein and in Sections 401(a)(17)
and 415 of the Internal Revenue Code of 1986, as amended, and

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                       (b)  is  the  amount  of the  monthly  retirement  income
benefit  (computed on a straight  life annuity  basis)  payable to him under the
Retirement  Plan  (exclusive of any supplement  payable under Section 6.9 of the
Retirement Plan as in affect on December 31, 1987 and determined  without regard
to any reduction  thereof for payments made on account of  disability) as of his
date of Retirement.

                                    ARTICLE V

                                Early Retirement

                  Section  V.1. A  Participant  who retires  prior to his Normal
Retirement  Date,  but after  attaining  age 62,  shall be eligible to receive a
supplemental  retirement  benefit  hereunder  computed  as of  the  date  of his
Retirement in accordance with Article IV, without  actuarial  reduction for such
early retirement.

                  Section V.2. A Participant  who retires prior to attaining age
62 shall be eligible to receive a  supplemental  retirement  benefit  hereunder;
provided,  however,  that,  except in the event of a Change in  Control  Payment
Date,  such  Participant's  monthly  retirement  benefit,  computed  pursuant to
Article  IV as of the  date  of his  Retirement,  shall  be  reduced  by 4% or a
proportionate  part  thereof  for  each  full  and  partial  year by  which  the
Participant's age at the time benefits commence hereunder is less than 62.

                                   ARTICLE VI

                                   Forfeiture

                  Section  VI.1. A  Participant  shall  forfeit his right to any
benefits  that may  accrue  hereunder  in the  event of the  termination  of his
employment  with the  Company  as the  result  of (i) his  death  (except  as is
provided  in Section  7.2),  or (ii) his  discharge  from the  Company  prior to
attaining  age 62 for any reason which,  in the sole judgment of the  Committee,
shall constitute Cause therefor.

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                  A  Participant  shall also  forfeit his right to any  benefits
hereunder if, within a five-year period following termination of employment with
the Company and within the regular geographic marketing area of the Company or a
subsidiary,   such  Participant  shall  enter  into  a  business  or  employment
determined by the Committee to be both (a) competitive  with the business of the
Company or a subsidiary, and (b) injurious to the Company's interests.

                                   ARTICLE VII

                                    Payments
                  Section VII.1.  The monthly  retirement  benefits payable to a
Participant in accordance with Articles IV and V shall commence on the first day
of the  month  following  the  Participant's  Retirement  (provided  that  for a
Participant  whose  Retirement is described in clause (ii) of the  definition of
the term  "Retirement"  in Article I, such benefits  shall commence on the first
day of the month  following  the later of the  Participant's  Retirement  or his
attainment  of age 55) and  shall be  payable  on the  first  day of each  month
thereafter during his lifetime. At the prior written request of the Participant,
the Committee may, in its sole discretion,  select a different commencement date
or method of payment or both,  provided that the benefit payments  commencing on
such  date and under  such  method  are the  equivalent  actuarial  value of the
benefits payable on the  Participant's  Retirement under a straight life annuity
as provided hereinabove.  If the Committee approves a method of payment pursuant
to which  amounts may be paid to another  person  subsequent to the death of the
Participant,  the  Participant  shall designate a beneficiary  thereunder  under
rules adopted by the Committee.

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                  Section  VII.2.  In the event of the death of a Participant to
whom a benefit is payable under Section 7.1, a monthly benefit,  equal to 50% of
the benefit payable to such  Participant  (determined on the basis of a straight
life annuity),  shall be paid to such  Participant's  surviving  spouse, if any,
commencing  on the  first  day of the  month  following  the  month in which the
Participant  died  and  continuing  throughout  his or her  lifetime;  provided,
however,  that this Section 7.2 shall only be applicable to a spouse to whom the
Participant was married at the time of his Retirement.

                                  ARTICLE VIII

                               Continuance of Plan

                  Section  VIII.1.  It is the intent that the obligations of the
Company to pay benefits  accrued or payable  hereunder shall be binding upon any
successor  corporation or organization  which shall succeed to substantially all
of the assets and  business  of the  Company and term  "Company"  wherever  used
herein shall mean and include any such  corporation or  organization  after such
succession,  and such obligations shall be deemed to have been expressly assumed
by any such other corporation or organization.

                  Section VIII.2.

                       (a) If there is a Change  in  Control  Payment  Date with
respect to a Participant,  the following  benefits shall become  immediately due
and  payable  in  an  actuarially  equivalent  single  sum  amount,  based  upon
reasonable actuarial methods and assumptions.

                           (i) With respect to each Participant to whom benefits
under the Plan have not commenced as of the Change in Control  Payment Date, the
present value of his Accrued Benefit.

                           (ii) With respect to each spouse of a Participant who
is deceased  as of the Change in Control  Payment  Date and who is eligible  for
benefits  under  Section 7.2 but to whom such  benefits have not commenced as of
the Change in Control  Payment Date,  the present value of the benefits  payable
under Section 7.2.

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                       (b) With respect to  Participants  who participate in the
Lukens Inc.  Supplemental  Retirement Plan for Lukens Performance Incentive Plan
Participants,  the provisions of Article VI shall be of no effect as of the date
of a Change in Control  with  respect to events  that occur  after the date of a
Change in Control,  and shall not cause the forfeiture of any benefits under the
Plan,  except  with  respect to events  that  occurred  prior to the date of the
Change in Control.

                                    ARTICLE I

                       No Right, Title or Interest

                  Section I.1. No Participant  shall have an, right,  title,  or
interest  whatsoever in or to any investments  which the Company may make to aid
it in meeting its obligations  hereunder.  Nothing contained in the Plan, and no
action taken pursuant to its provisions,  shall create or be construed to create
a trust of any kind,  or a  fiduciary  relationship  between the Company and the
Participant or any other person.  To the extent that any person acquires a right
to receive  payments  from the Company  under this Plan,  such right shall be no
greater than the right of an  unsecured  general  creditor of the  Company.  All
payments to be made  hereunder  shall be paid in cash from the general  funds of
the  Company  and no  special  or  separate  fund  shall be  established  and no
segregation of assets shall be made to assure payments or such amounts.

                                   ARTICLE II

                                     General

                  Section II.1.  This Plan may be amended in whole or in part or
terminated  by Resolution  of the Board,  provided that any benefits  which have
accrued  or  which  have  become  payable  hereunder  shall  not be  reduced  or
terminated by reason of any such  amendment to or  termination of this Plan. For
purposes of this  Section,  any Salaried  Employee who has five or more years of
Continuous  Service  in the  Management  Group  at the  time of  termination  or
amendment  of this Plan shall be deemed to have  accrued a benefit  equal to the
benefit calculated under Section 4.1 or 4.3 based upon such Salaried  Employee's
Compensation and actual number of years of Continuous Service.

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                  Section II.2. Except as otherwise  provided herein,  this Plan
shall be  administered by the Committee which shall be deemed to have all powers
necessary to administer the Plan in accordance with its terms and provisions.

                  Section II.3.  The records of the Company shall be presumed to
be conclusive of the facts  concerning  the  employment or  non-employment  of a
Participant unless shown beyond a reasonable doubt to be incorrect.

                  Section II.4. Neither this Plan nor any action taken hereunder
shall be  construed  as giving to any  employee  the right to be retained in the
employ of the  Company or as  affecting  the right of the Company to dismiss any
employee.

                  Section II.5. Each  Participant  shall file with the committee
such pertinent information  concerning himself and any beneficiary designated by
him as the  Committee may demand and no  Participant  or other person shall have
any  rights  or be  entitled  to  any  benefits  under  this  Plan  unless  such
information is filed by the Participant with respect to them.

                  Section II.6.  If the Committee  shall find that any person to
whom any  payment is payable  under this Plan is unable to care for his  affairs
because of illness or  accident,  or is a minor,  then any payment due (unless a
prior  claim  therefor  shall  have  been  made  by a duly  appointed  guardian,
committee or other legal  representative)  may be paid to his spouse, a child, a
parent,  or a brother or sister,  or any other person deemed by the Committee to
have incurred  expenses for such person otherwise  entitled to payment,  in such
manner and proportions as the Committee may determine. Any such payment shall be
a complete discharge of the liabilities of the Company under this Plan.

                  Section  II.7.  The  right of any  person  to the  payment  of
benefits under the Plan may not be assigned, transferred, pledged or encumbered,
either  voluntarily or by operation of law,  except as may otherwise be required
by law. If any person shall attempt to, or shall,  assign,  transfer,  pledge or
encumber any amount  payable  hereunder,  or if by reason of his  bankruptcy  or
other event  happening at any time any such payment would be made subject to his
debts or  liabilities  or would  otherwise  devolve  upon anyone else and not be

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enjoyed by him or his  beneficiary,  the Committee may, in its sole  discretion,
terminate  his interest in any such payment and direct that the same be hold and
applied to or, for the benefit of such  person,  his  spouse,  children or other
dependents, or any other persons deemed to be the natural objects of his bounty,
or any of them, in such manner as the Committee may deem proper.

                  Section II.8.  This Plan shall be governed by and construed in
accordance with laws of the Commonwealth of Pennsylvania.

                  The  undersigned  hereby  certifies  that  this  Plan has been
amended and restated effective as of December 9, 1997, by the Board of Directors
of Lukens Inc.

                             LUKENS INC.

                             ----------------------------------------
                             Secretary to the Board of Directors of Lukens Inc.