EXHIBIT 10.11


                               SEVERANCE AGREEMENT

         THIS AGREEMENT  dated as of Date, is made by and between Lukens Inc., a
Delaware corporation (the "Company"), and Name and Address. (the "Executive").

         WHEREAS the Company considers it essential to the best interests of its
stockholders  to foster the continuous  employment of key management  personnel;
and

         WHEREAS the Board of Directors of the Company (the "Board")  recognizes
that, as is the case with many publicly held corporations,  the possibility of a
Change in Control (as defined in the last Section  hereof)  exists and that such
possibility,  and  the  uncertainty  and  questions  which  it may  raise  among
management,  may result in the departure or distraction of management  personnel
to the detriment of the Company and its stockholders; and

         WHEREAS the Board has determined that appropriate steps should be taken
to reinforce and encourage the continued  attention and dedication of members of
the Company's  management,  including the Executive,  to their  assigned  duties
without distraction in the face of potentially disturbing  circumstances arising
from the possibility of a Change in Control;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  herein  contained,  the Company  and the  Executive  hereby  agree as
follows:

         1. Defined  Terms.  The  definition of  capitalized  terms used in this
Agreement is provided in the last Section hereof.

         2. Term of Agreement.  This Agreement shall commence on the date hereof
and shall continue in effect through December 31, 1994; provided,  however, that
commencing  on January 1, 1994 and each January 1  thereafter,  the term of this
Agreement shall  automatically  be extended for one additional year unless,  not
later than  September 30 of the  preceding  year,  the Company or the  Executive
shall have  given  notice not to extend  this  Agreement  or a Change in Control
shall have occurred prior to such January 1; and further provided, however, if a
Change in Control shall have occurred  during the term of this  Agreement,  this
Agreement  shall  continue  in effect for a period of not less than  twenty-four
(24)  months  beyond  the  month in  which  such  Change  in  Control  occurred.
Notwithstanding the foregoing  provisions of this Section,  this Agreement shall
terminate upon the Executive's attaining the age of 65 years.

         3. Company's Covenants Summarized.  In order to induce the Executive to
remain in the employ of the  Company  and in  consideration  of the  Executive's
covenants  set  forth in  Section  4  hereof,  the  Company  agrees,  under  the
conditions  described  herein,  to pay  the  Executive  the  Severance  Payments
described in Section 6.01 hereof and the other  payments and benefits  described


<PAGE>

herein in the event the  Executive's  employment  with the Company is terminated
following a Change in Control and during the term of this  Agreement.  Except as
provided in Section  9.01 hereof or Section  6.02  hereof,  no amount or benefit
shall be payable under this Agreement unless there shall have been (or, pursuant
to Section 6.01 hereof, there shall be deemed to have been) a termination of the
Executive's  employment  with the Company  following  a Change in Control.  This
Agreement shall not be construed as creating an ex- press or implied contract of
employment and, except as otherwise  agreed in writing between the Executive and
the Company, the Executive shall not have any right to be retained in the employ
of the Company.

         4. The Executive's Covenants. The Executive agrees that, subject to the
terms and conditions of this  Agreement,  in the event of a Potential  Change in
Control  during the term of this  Agreement,  the  Executive  will remain in the
employ of the Company  until the  earliest of (i) a date which is six (6) months
from the date of such Potential Change in Control,  (ii) the date of a Change in
Control,  (iii) the date of  termination  by the  Executive  of the  Executive's
employment  for Good Reason  (determined  by treating  the  Potential  Change in
Control as a Change in Control in applying the  definition of Good Reason) or by
reason  of death,  Disability  or  retirement,  or (iv) the  termination  by the
Company of the Executive's employment for any reason.

         5.  Compensation Other Than Severance Payments.

         5.01  Following  a  Change  in  Control  and  during  the  term of this
Agreement, during any period that the Executive fails to perform the Executive's
full-time  duties with the Company as a result of incapacity  due to physical or
mental  illness,  the  Company  shall  pay the  Executive's  full  salary to the
Executive at the rate in effect at the commencement of any such period, together
with all  compensation  and benefits payable to the Executive under the terms of
any  compensation  or benefit  plan,  program or  arrangement  maintained by the
Company during such period,  until the  Executive's  employment is terminated by
the Company for Disability.

         5.02 If the Executive's  employment  shall be terminated for any reason
following a Change in Control and during the term of this Agreement, the Company
shall pay the  Executive's  full  salary to the  Executive  through  the Date of
Termination  at the rate in effect  at the time the  Notice  of  Termination  is
given,  together  with all  compensation  and benefits  payable to the Executive
through the Date of Termination  under the terms of any  compensation or benefit
plan, program or arrangement maintained by the Company during such period.

         5.03 If the Executive's  employment  shall be terminated for any reason
following a Change in Control and during the term of this Agreement, the Company
shall pay the Executive's normal  post-termination  compensation and benefits to
the Executive as such payments  become due. Such  post-termination  compensation
and  benefits  shall be  determined  under,  and paid in  accordance  with,  the
Company's  retirement,  insurance  and  other  compensation  or  benefit  plans,
programs and arrangements.


                                      -2-
<PAGE>

         6.  Severance Payments.

         6.01 The Company shall pay the Executive the payments described in this
Section 6.01 (the "Severance  Payments") upon the termination of the Executive's
employment  following a Change in Control and during the term of this Agreement,
in addition to the payments and benefits  described in Section 5 hereof,  unless
such  termination  is (i) by the Company  for Cause,  (ii) by reason of death or
Disability,  or (iii) by the  Executive  without  Good Reason.  The  Executive's
employment shall be deemed to have been terminated following a Change in Control
by the  Company  without  Cause or by the  Executive  with  Good  Reason  if the
Executive's  employment is terminated prior to a Change in Control without Cause
after  consultation  with a Person who has entered  into an  agreement  with the
Company the  consummation of which will constitute a Change in Control or if the
Executive  terminates  his  employment  with  Good  Reason  prior to a Change in
Control  (determined  by treating a  Potential  Change in Control as a Change in
Control in applying the definition of Good Reason) if the  circumstance or event
that constitutes Good Reason occurs at the direction of such Person.

                  (A) In lieu of any further  salary  payments to the  Executive
         for periods  subsequent to the Date of  Termination  and in lieu of any
         severance benefit otherwise payable to the Executive, the Company shall
         pay to the Executive a lump sum severance  payment,  in cash,  equal to
         three or, if less, the number of years,  including  fractional portions
         thereof,  from the Date of Termination  until the Executive reaches the
         age of 65  years,  times the sum of (i) the  higher of the  Executive's
         annual base salary in effect immediately prior to the occurrence of the
         event or circumstance  upon which the Notice of Termination is based or
         such salary in effect  immediately prior to the Change in Control,  and
         (ii) the higher of (x) the average of the highest  three awards made to
         the  Executive   pursuant  to  the  Company's  1983  Target   Incentive
         Compensation Plan or any successor thereto (the "Incentive Compensation
         Plan")  in  respect  of each of the five  measuring  periods  completed
         immediately  prior to the occurrence of the event or circumstance  upon
         which the Notice of Termination is based or (y) such average in respect
         of such periods  completed  immediately  prior to the occurrence of the
         Change in  Control;  provided  however,  that if fewer  than three such
         awards  have been made to the  Executive,  the  averages  described  in
         subclauses  (x) and (y) of this  clause  (ii) shall be based  solely on
         awards which were  actually  made to the Executive and which covered at
         least eight months of employment.

                  (B)   Notwithstanding   any   provision   of   the   Incentive
         Compensation  Plan,  the Company  shall pay to the Executive a lump sum
         amount,  in cash,  equal to the sum of (i) any  incentive  compensation
         which has been  allocated or awarded to the  Executive  for a completed
         fiscal year or other measuring period preceding the Date of Termination
         under  the  Incentive  Compensation  Plan  but has not  yet  been  paid
         (pursuant to Section 5.02 hereof or otherwise), (ii) a pro rata portion
         to the Date of  Termination  of the aggregate  value of all  contingent
         incentive  compensation  awards to the  Executive  for all  uncompleted

                                      -3-
<PAGE>

         periods under the  Incentive  Compensation  Plan  calculated as to each
         such award by assuming the achievement of the maximum performance level
         within the performance range established with respect to such award and
         basing such pro-rata  portion upon the portion of the award period that
         has  elapsed  as of the Date of  Termination,  and (iii)  any  amounts,
         including  interest  thereon  to  the  date  of  payment  at  the  rate
         determined  pursuant to the terms of the Incentive  Compensation  Plan,
         with respect to which the Executive has elected,  pursuant to the terms
         of the Incentive Compensation Plan, to defer payment;

                  (C) In  lieu of  Company  Shares  issuable  upon  exercise  of
         outstanding Options (which Options shall be canceled upon the making of
         the payment  referred to below),  the Company shall pay the Executive a
         lump sum  amount,  in cash,  equal to the product of ( i) the excess of
         (x) in the case of ISOs  granted  after the date  hereof,  the  closing
         price  of   Company   Shares  as   reported   on  the  New  York  Stock
         Exchange--Composite  Tape on or nearest the Date of Termination (or, if
         not listed on such exchange,  on the nationally  recognized exchange or
         quotation system on which trading volume in Company Shares is highest),
         or in the case of all other  Options,  the higher of such closing price
         or the  highest per share price for  Company  Shares  actually  paid in
         connection with any Change in Control,  over (y) the per share exercise
         price of each such  Option held by the  Executive  (whether or not then
         fully  exercisable),  and (ii) the number of Company  Shares covered by
         each such Option;

                  (D) In  addition  to the  retirement  benefits  to  which  the
         Executive is entitled under the Pension Plan, the Company shall pay the
         Executive a lump sum amount, in cash, equal to the actuarial equivalent
         of the excess of (i) the retirement  pension  (determined as a straight
         life annuity  commencing at Normal  Retirement Age) which the Executive
         would have accrued under the terms of the Pension Plan (without  regard
         to any  amendment  to the Pension Plan made  subsequent  to a Change in
         Control  and on or prior to the Date of  Termination,  which  amendment
         adversely affects in any manner the computation of retirement  benefits
         thereunder),   determined  as  if  the   Executive   were  eligible  to
         participate  therein and fully vested  thereunder  and had  accumulated
         (after the Date of Termination)  thirty-six  (36) additional  months of
         service  credit  thereunder at the  Executive's  highest annual rate of
         compensation  during the twelve (12) months  immediately  preceding the
         Date of  Termination  (but in no event shall the Executive be deemed to
         have  accumulated   additional  months  of  service  credit  after  the
         Executive's  attaining Normal Retirement Age), over (ii) the retirement
         pension  (determined  as a straight  life annuity  commencing at Normal
         Retirement  Age) which the Executive  had then accrued  pursuant to the
         provisions of the Pension Plan.  For purposes of this Section  6.01(D),
         "actuarial  equivalent"  shall be determined using the same assumptions
         utilized  under  the  Pension  Plan  immediately  prior  to the Date of
         Termination.

                                      -4-
<PAGE>

                  (E) For a  thirty-six  (36)  month  period  after  the Date of
         Termination,  the Company shall  arrange to provide the Executive  with
         life, disability,  accident and health insurance benefits substantially
         similar to those which the Executive is receiving  immediately prior to
         the Notice of  Termination  (without  giving effect to any reduction in
         such  benefits  subsequent  to a Change in  Control  if such  reduction
         constitutes  Good  Reason);  provided,  however,  that if the date upon
         which the Executive  attains  Normal  Retirement Age occurs during such
         period, the Executive shall thereafter  receive such life,  disability,
         accident and health maintenance benefits as would be provided to him as
         a retiree.  Benefits otherwise  receivable by the Executive pursuant to
         this Section 6.01(E) shall be reduced to the extent comparable benefits
         are actually  received by or made  available to the  Executive  without
         cost during the thirty-six (36) month period  following the Executive's
         termination of employment (and any such benefits  actually  received by
         the Executive shall be reported to the Company by the Executive).

                  6.02 (A) Whether or not the Executive  becomes entitled to the
         Severance Payments, if any of the Total Payments will be subject to the
         Excise Tax, the Company shall pay to the Executive an additional amount
         (the  "Gross-Up  Payment")  such that the net  amount  retained  by the
         Executive,  after deduction of any Excise Tax on the Total Payments and
         any federal, state and local income tax and Excise Tax upon the payment
         provided for by this Section 6.02,  shall be equal to the excess of the
         Total Payments over the payment provided for by this Section 6.02.

                  (B) For  purposes  of  determining  whether  any of the  Total
         Payments  will be  subject  to the  Excise  Tax and the  amount of such
         Excise Tax, (i) any payments or benefits  received or to be received by
         the Executive in connection with a Change in Control oz the Executive's
         termination  of  employment  (whether  pursuant  to the  terms  of this
         Agreement or any other plan, arrangement or agreement with the Company,
         any Person  whose  actions  result in a Change in Control or any Person
         affiliated  with the Company or such  Person  (the  "Total  Payments"))
         shall be treated as "parachute payments" (within the meaning of section
         280G(b)(2) of the Code) unless,  in the opinion of tax counsel selected
         by the Company's  independent auditors and reasonably acceptable to the
         Executive,  such  payments  or  benefits  (in  whole or in part) do not
         constitute   parachute   payments,   including  by  reason  of  section
         280G(b)(4)(A) of the Code, and all "excess parachute  payments" (within
         the  meaning of  section  280G(b)(1)  of the Code)  shall be treated as
         subject to the Excise Tax unless,  in the opinion of such tax  counsel,
         such  excess  parachute  payments  (in  whole  or  in  part)  represent
         reasonable  compensation  for services  actually  rendered  (within the
         meaning of section  280G(b)(4)(B)  of the Code),  or are  otherwise not
         subject to the Excise Tax,  and (ii) the value of any noncash  benefits
         or any deferred payment or benefit shall be determined by the Company's
         independent  auditors in  accordance  with the  principles  of sections
         280G(d)(3) and (4) of the Code. For purposes of determining  the amount

                                      -5-
<PAGE>
         of the Gross-Up  Payment,  the Executive shall be deemed to pay federal
         income taxes at the highest marginal rate of federal income taxation in
         the calendar year in which the Gross-Up Payment is to be made and state
         and local income taxes at the highest  marginal rate of taxation in the
         state  and  locality  of  the  Executive's  residence  on the  Date  of
         Termination  (or such other time as is hereinafter  described),  net of
         the maximum  reduction in federal  income taxes which could be obtained
         from deduction of such state and local taxes.

                  (C)  In  the  event  that  the  Excise  Tax  is   subsequently
         determined  to be less than the amount taken into account  hereunder at
         the time of  termination of the  Executive's  employment (or such other
         time as is  hereinafter  described),  the Executive  shall repay to the
         Company, at the time that the amount of such reduction in Excise Tax is
         finally determined, the portion of the Gross-Up Payment attributable to
         such reduction (plus that portion of the Gross-Up Payment  attributable
         to the Excise Tax and  federal,  state and local  income tax imposed on
         the Gross-Up  Payment  being repaid by the Executive to the extent that
         such repayment results in a reduction in Excise Tax or a federal, state
         or local  income tax  deduction)  plus  interest  on the amount of such
         repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
         the event that the Excise Tax is  determined to exceed the amount taken
         into  account   hereunder  at  the  time  of  the  termination  of  the
         Executive's employment (or such other time as is hereinafter described)
         (including  by reason of any payment the  existence  or amount of which
         cannot be determined at the time of the Gross-Up Payment),  the Company
         shall make an  additional  Gross-Up  Payment in respect of such  excess
         (plus any  interest,  penalties or additions  payable by the  Executive
         with respect to such excess) at the time that the amount of such excess
         is  finally  determined.  The  Executive  and the  Company  shall  each
         reasonably   cooperate   with  the   other  in   connection   with  any
         administrative  or judicial  proceedings  concerning  the  existence or
         amount of liability for Excise Tax with respect to the Total  Payments.
         If an  Executive  who  remains  in the  employ of the  Company  becomes
         entitled to the payment  provided for by this  paragraph,  such payment
         shall be made no later  than the later of (i) the  fifth day  following
         the date on which the Executive notifies the Company that he is subject
         to the Excise Tax and (ii)  twenty  days prior to the date on which the
         Excise Tax is initially due.

         6.03 The  payments  provided  for in Section  6.01  hereof  (other than
Section  6.01(E))  and in Section  6.02 hereof  shall be made not later than the
fifth day following the Date of  Termination;  provided,  however,  that, if the
amounts of such payments  cannot be finally  deter- mined on or before such day,
the Company shall pay to the Executive on such day an estimate, as determined in
good faith by the Company,  of the minimum  amount of such payments to which the
Executive  is clearly  entitled  and shall pay the  remainder  of such  payments
(together  with  interest at the rate provided in section  1274(b)(2)(B)  of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth  (30th) day after the Date of  Termination.  In the event that the
amount of the estimated payments exceeds the amount  subsequently  determined to
have been  due,  such  excess  shall  constitute  a loan by the  Company  to the
Executive,  payable on the fifth (5th)  business day after demand by the Company
(together  with  interest at the rate provided in section  1274(b)(2)(B)  of the

                                      -6-

<PAGE>

Code). At the time that payments are made under this Section,  the Company shall
provide the Executive with a written statement setting forth the manner in which
such payments were  calculated  and the basis for such  calculations  including,
without  limitation,  any opinions or other advice the Company has received from
outside counsel,  auditors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

         6.04 The  Company  also shall pay to the  Executive  all legal fees and
expenses incurred in good faith by the Executive as a result of a termination of
the Executive's  employment following a Change in Control and during the term of
this  Agreement  (including  all such fees and  expenses,  if any,  incurred  in
disputing  in good  faith any such  termination  or in  seeking in good faith to
obtain  or  enforce  any  benefit  or right  provided  by this  Agreement  or in
connection  with any tax audit or proceeding to the extent  attributable  to the
application  of section  4999 of the Code to any  payment  or  benefit  provided
hereunder).  For purposes of this Section 6.04, an Executive  shall be deemed to
have acted in good faith unless an arbitrator finds that the Executive's  action
resulting in such legal fees and expenses was frivolous.  Such payments shall be
made within five (5) business  days after  delivery of the  Executive's  written
requests  for  payment  accompanied  with  such  evidence  of fees and  expenses
incurred as the Company reasonably may require.

         7.  Termination Procedures and Compensation During Dispute.

         7.01 After a Change in Control  and during the term of this  Agreement,
any purported termination of the Executive's employment (other than by reason of
death) shall be  communicated  by written Notice of  Termination  from one party
hereto to the other  party  hereto in  accordance  with  Section 10 hereof.  For
purposes of this Agreement,  a "Notice of Termination" shall mean a notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide  a  basis  for  termination  of the  Executive's  employment  under  the
provision so indicated.  Further,  a Notice of Termination for Cause is required
to include a copy of a resolution  duly adopted by the  affirmative  vote of not
less  than  three-quarters  (3/4) of the  entire  membership  of the  Board at a
meeting of the Board  which was called and held for the  purpose of  considering
such termination  (after  reasonable  notice to the Executive and an opportunity
for the Executive, together with the Executive's counsel, to be heard before the
Board)  finding  that,  in the good faith  opinion of the Board,  the  Executive
engaged in conduct  set forth in clause (i) or (ii) of the  definition  of Cause
herein, and specifying the particulars thereof in detail.

                                      -7-
<PAGE>
         7.02 "Date of Termination,"  with respect to any purported  termination
of the Executive's  employment  after a Change in Control and during the term of
this Agreement,  shall mean (i) if the Executive's  employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that
the  Executive  shall not have  returned  to the  full-time  performance  of the
Executive's  duties  during  such  thirty  (30)  day  period),  and  (ii) if the
Executive's employment is terminated by for any other reason, the date specified
in the  Notice  of  Termination  (which,  in the  case of a  termination  by the
Company,  shall  not be less than  thirty  (30)  days  (except  in the case of a
termination for Cause) and, in the case of a termination by the Executive, shall
not be less than  fifteen  (15) days nor more than sixty (60) days from the date
such Notice of Termination is given).

         7.03 If within  fifteen  (15) days after any Notice of  Termination  is
given or, if later,  prior to the Date of  Termination  (as  determined  without
regard to this Section  7.03),  the party  receiving  such Notice of Termination
notifies the other party that a dispute exists  concerning the termination,  the
Date of Termination  shall be the date on which the dispute is finally resolved,
either by mutual written agreement of the parties or by a final judgment,  order
or decree of a court of competent  jurisdiction (which is not appealable or with
respect to which the time for appeal  therefrom  has  expired  and no appeal has
been  perfected);  provided,  however,  that  the Date of  Termination  shall be
extended by a notice of dispute provided by the Executive only if such notice is
given in good faith and the  Executive  pursues the  resolution  of such dispute
with reasonable diligence.

         7.04 If a purported  termination  occurs  following a Change in Control
and during the term of this  Agreement,  and such  termination  is  disputed  in
accordance  with  Section  7.03 hereof,  the Company  shall  continue to pay the
Executive  the full  compensation  in effect when the notice  giving rise to the
dispute  was given  (including,  but not limited to,  salary) and  continue  the
Executive as a participant in all  compensation,  benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given until the Date of  Termination,  determined in accordance with Section
7.03  hereof.  Amounts paid under this Section 7.04 are in addition to all other
amounts  due under  this  Agreement  (other  than those due under  Section  5.02
hereof)  and shall not be offset  against or reduce any other  amounts due under
this Agreement.

         8.  No  Mitigation.   The  Company  agrees  that,  if  the  Executive's
employment by the Company is terminated  during the term of this Agreement,  the
Executive is not required to seek other employment;  or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section 6
or Section 7.04 hereof.  Further,  the amount of any payment or benefit provided
for in such  Section 6 (other than  Section  6.01(E)) or such Section 7.04 shall
not be  reduced by any  compensation  earned by the  Executive  as the result of
employment by another employer,  by retirement  benefits,  by offset against any
amount claimed to be owed by the Executive to the Company, or otherwise.

                                      -8-
<PAGE>
         9.  Successors; Binding Agreement.

         9.01 In addition to any  obligations  imposed by law upon any successor
to the  Company,  the Company  will  require any  successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business or assets of the Company to expressly  assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.  Failure of the Company to obtain such  assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation  from the Company in the same amount
and on the same terms as the  Executive  would be entitled to  hereunder  if the
Executive were to terminate the  Executive's  employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing,  the
date on which any such succession  becomes effective shall be deemed the Date of
Termination.

         9.02 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors,  heirs, distributees,  devisees and legatees. If the Executive shall
die while any amount would still be payable to the  Executive  hereunder  (other
than amounts which,  by their terms,  terminate upon the death of the Executive)
if the  Executive  had continued to live,  all such  amounts,  unless  otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors,  personal  representatives  or  administrators of the Executive's
estate.

         10. Notices.  For the purpose of this Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given  when  personally  delivered  or mailed by United
States registered mail, return receipt requested,  postage prepaid, addressed to
the  respective  addresses  set forth below,  or to such other address as either
party may have furnished to the other in writing in accordance herewith,  except
that notice of change of address shall be effective only upon actual receipt:

                                 To the Company:

                                   Lukens Inc.
                              50 South First Avenue
                         Coatesville, Pennsylvania 19320

                         Attention: William D. Sprague
                                    Vice President, General Counsel &
                                    Secretary

                                      -9-
<PAGE>

                                To the Executive:

                                      Name
                                     Address

         11.  Miscellaneous.  No  provision of this  Agreement  may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by the Executive  and such officer as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Delaware. All references to sections of the Exchange
Act or the Code shall be deemed  also to refer to any  successor  provisions  to
such  sections.  Any payments  provided for  hereunder  shall be paid net of any
applicable  withholding  required  under  federal,  state or  local  law and any
additional withholding to which the Executive has agreed. The obligations of the
Company and the Executive under Sections 6 and 7 shall survive the expiration of
the term of this Agreement.

         12. Validity.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

         13.  Counterparts; Coordination with Employment Agreement

         13.01 This Agreement may be executed in several  counterparts,  each of
which  shall  be  deemed  to be an  original  but  all of  which  together  will
constitute one and the same instrument.

         13.02 The terms of this Agreement shall be coordinated with and applied
in conjunction with the terms of the Executive's  employment agreement,  if any,
with the Company. In general,  it is the intent of the parties that,  subsequent
to a Change in Control and during the term of this Agreement,  the provisions of
this  Agreement  shall  supersede  and  substitute  for those  provisions of the
employment  agreement  relating to the  Executive's  entitlement  to benefits in
connection with any termination of the  Executive's  employment,  but, shall not
supersede for any period the provisions of such employment  agreement pertaining
to the terms of the Executive's employment. Except for circumstances relating to
a  termination  of employment  following a Change in Control  during the term of
this  Agreement,  as  provided  for  herein,  all  terms and  conditions  of the
Executive's  employment  with the Company  shall be governed by the terms of the
Executive's  employment  agreement  (including  but not limited to any such term

                                      -10-

<PAGE>

granting additional years of service to the Executive for purposes of any of the
Company's employee benefit plans).

         14.  Settlement of Disputes:  Arbitration.  All claims by the Executive
for benefits  under this  Agreement  shall be directed to and  determined by the
Board and shall be in writing.  Any denial by the Board of a claim for  benefits
under this  Agreement  shall be delivered to the  Executive in writing and shall
set forth the  specific  reasons for the denial and the specific  provisions  of
this Agreement  relied upon. The Board shall afford a reasonable  opportunity to
the  Executive  for a review of the decision  denying a claim and shall  further
allow the  Executive to appeal to the Board a decision of the Board within sixty
(60) days after  notification by the Board that the  Executive's  claim has been
denied.  Any further dispute or controversy  arising under or in connection with
this Agreement  shall be settled  exclusively  by  arbitration in  Philadelphia,
Pennsylvania,   in  accordance  with  the  rules  of  the  American  Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having Jurisdiction;  provided,  however,  that the Executive shall be
entitled to seek specific  performance of the Executive's right to be paid until
the Date of  Termination  during the  pendency  of any  dispute  or  controversy
arising under or in connection with this Agreement.

         15.  Definitions.  For purposes of this Agreement,  the following terms
shall have the meanings indicated below:

                  (A) "Base  Amount"  shall have the meaning  defined in section
280G(b)(3) of the Code.

                  (B)  "Beneficial  Owner" shall have the meaning set,  forth in
Rule 13d-3 under the Exchange Act.

                  (C) "Board" shall mean the Board of Directors of the Company.

                  (D) "Cause" for  termination by the Company of the Executive's
employment,  after  any  Change  in  Control,  shall  mean (i) the  willful  and
continued  failure by the  Executive to  substantially  perform the  Executive's
duties  with  the  Company  (other  than  any such  failure  resulting  from the
Executive'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 Executive  pursuant to Section 7.01 hereof) after a written demand
for  substantial  performance is delivered to the Executive by the Board,  which
demand  specifically  identifies the manner in which the Board believes that the
Executive has not  substantially  performed the Executive's  duties, or (ii) the
willful  engaging  by  the  Executive  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 Executive's  part shall be deemed  "willful" unless done,

                                      -11-
<PAGE>

or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's  act, or failure to act, was in the best interest of
the Company.

                  (E) A "Change in Control"  shall be deemed to have occurred if
the events set forth in any one of the following paragraphs shall have occurred:

                                    (I) any Person is or becomes the  Beneficial
                  Owner,  directly or  indirectly,  of securities of the Company
                  representing  20% or more of the combined  voting power of the
                  Company's  then  outstanding   securities  (unless  the  event
                  causing the 20% threshold to be crossed is an  acquisition  of
                  securities directly from the Company or its affiliates); or

                                    (II) during any period of two consecutive
                  years (not including any period prior to the execution of this
                  Agreement),  individuals  who at the  beginning of such period
                  constitute  the  Board  and any  new  director  (other  than a
                  director  designated  by a  Person  who  has  entered  into an
                  agreement  with the Company to effect a transaction  described
                  in clause (I), (III) or (IV) of this paragraph) whose election
                  by the  Board or  nomination  for  election  by the  Company's
                  stockholders  was  approved  by a vote of at least  two-thirds
                  (2/3) of the  directors  then still in office who either  were
                  directors at the beginning of the period or whose  election or
                  nomination  for election was  previously so approved cease for
                  any reason to constitute a majority thereof; or

                                    (III)  the   stockholders   of  the  Company
                  approve  a merger or  consolidation  of the  Company  with any
                  other  corporation,  other than (i) a merger or  consolidation
                  which  would  result in the voting  securities  of the Company
                  outstanding  immediately prior thereto continuing to represent
                  (either by remaining  outstanding  or by being  converted into
                  voting  securities of the surviving  entity),  in  combination
                  with the ownership of any trustee or other  fiduciary  holding
                  securities under an employee  benefit plan of the Company,  at
                  least  80%  of  the  combined   voting  power  of  the  voting
                  securities of the Company or such surviving entity outstanding
                  immediately  after  such  merger or  consolidation,  or (ii) a
                  merger   or    consolidation    effected   to    implement   a
                  recapitalization  of the Company (or similar  transaction)  in
                  which no Person  acquires more than 50% of the combined voting
                  power of the Company's then outstanding securities; or

                                    (IV) the stockholders of the Company approve
                  a plan of complete  liquidation of the Company or an agreement
                  for  the  sale  or  disposition  by  the  Company  of  all  or
                  substantially all the Company's assets; or

         Notwithstanding  the  foregoing,  a Change in Control shall not include
any event,  circumstance or transaction  occurring  during the six-month  period

                                      -12-

<PAGE>

following  a  Potential  Change in  Control  which  potential  Change in Control
results from the action of any entity or group which  includes the  Executive (a
"Management Group"); provided, however, that such action shall not be taken into
account  for this  purpose if it occurs  within a six-month  period  following a
Potential Change in Control resulting from the action of any Person which is not
a member of the Management Group.

                  (F) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended  from time to time.  References  to specific  sections of the Code shall
include any successors thereto.

                  (G) "Company" shall mean Lukens Inc., a Delaware  corporation,
and any  successor to its business or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise  (except in determining,  under
Section  15(E)  hereof,  whether or not any Change in Control of the Company has
occurred in connection with such succession).

                  (H) "Company  Shares" shall mean shares of common stock of the
Company or any equity securities into which such shares have been converted.

                  (I) "Date of  Termination"  shall have the  meaning  stated in
Section 7.02 hereof.

                  (J)   "Disability"   shall  be  deemed   the  reason  for  the
termination by the Company of the Executive's  employment if, as a result of the
Executive's  incapacity due to physical or mental  illness,  the Executive shall
have been absent from the full-time  performance of the Executive's  duties with
the Company for a period of six (6) consecutive  months,  the Company shall have
given the Executive a Notice of Termination  for Disability  and,  within thirty
(30) days after such Notice of  Termination  is given,  the Executive  shall not
have returned to the full-time performance of the Executive's duties.

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

                  (L)  "Excise  Tax" shall mean any  excise  tax  imposed  under
section 4999 of the Code.

                  (M) "Executive"  shall mean the individual  named in the first
paragraph of this Agreement.

                  (N) "Good  Reason" for  termination  by the  Executive  of the
Executive's  employment  shall  mean the  occurrence  (without  the  Executive'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 or failure to act
described in paragraph  (1), (V),  (VI) or (VII) 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:

                                      -13-
<PAGE>

                           (I) the assignment by the Company to the Executive of
         any duties  inconsistent with the Executive's status as an executive of
         the Company or a substantial adverse alteration in the nature or status
         of the Executive's  responsibilities  from those in effect  immediately
         prior to the Change in Control;

                           (II) a reduction  by the  Company in the  Executive'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  executives of the Company and all
         executives of any Person in control of the Company;

                           (III) the  relocation by the Company of its principal
         executive offices to a location more than 30 miles from the location of
         such office immediately prior to the Change in Control or the Company's
         requiring the Executive to be based  anywhere  other than the Company's
         principal executive offices except for required travel on the Company's
         business to an extent  substantially  consistent  with the  Executive's
         present business travel obligations;

                           (IV)  the  failure  by  the  Company  to  pay  to the
         Executive any portion of the Executive's  current  compensation  except
         pursuant  to  an  across-the-board   compensation   deferral  similarly
         affecting  all  executives  of the  Company and all  executives  of any
         Person  in  control  of the  Company,  or to pay to the  Executive  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;

                           (V) the  failure by the Company to continue in effect
         any compensation plan in which the Executive  participates  immediately
         prior to the Change in Control  which is  material  to the  Executive's
         total  compensation,  including but not limited to the  Company's  1983
         Target Incentive Plan, 1985 Stock Option and Appreciation  Plan and any
         similar or  substitute  plans  adopted  prior to the Change in Control,
         unless an equitable  arrangement  (embodied in an ongoing substitute or
         alternative  plan) has been  made with  respect  to such  plan,  or the
         failure  by the  Company  to  continue  the  Executive's  participation
         therein  (or in such  substitute  or  alternative  plan) on a basis not
         materially  less  favorable,  both in terms of the  amount of  benefits
         provided  and the level of the  Executive's  participation  relative to
         other participants, as existed at the time of the Change in Control;

                           (VI)  the  failure  by the  Company  to  continue  to
         provide the  Executive  with  benefits  substantially  similar to those

                                      -14-
<PAGE>

         enjoyed  by the  Executive  under any of the  Company's  pension,  life
         insurance,  medical,  health and accident, or disability plans in which
         the Executive was  participating  at the time of the Change in Control,
         the  taking of any  action  by the  Company  which  would  directly  or
         indirectly  materially  reduce  any of such  benefits  or  deprive  the
         Executive of any material  fringe  benefit  enjoyed by the Executive at
         the time of the Change in  Control,  or the  failure by the  Company to
         provide the  Executive  with the number of paid  vacation days to which
         the  Executive  is entitled  on the basis of years of service  with the
         Company in accordance  with the  Company's  normal  vacation  policy in
         effect at the time of the Change in Control; or

                           (VII) any purported termination by the Company of the
         Executive's  employment  which is not effected  pursuant to a Notice of
         Termination  satisfying the  requirements of Section 7.01; for purposes
         of this Agreement, no such purported termination shall be effective.

         The Executive's right to terminate the Executive's  employment for Good
Reason shall not be affected by the  Executive's  incapacity  due to physical or
mental  illness.  The  Executive's  continued  employment  shall not  constitute
consent  to, or a waiver of rights  with  respect  to, any act or failure to act
constituting Good Reason hereunder.

                  (0) "Gross-Up Payment" shall have the meaning given in Section
6.02 hereof.

                  (P) "Incentive Compensation Plan" shall have the meaning given
in Section 6.01(A) hereof.

                  (Q) "ISOs" shall mean options  qualifying  as incentive  stock
options under section 422A of the Code.

                  (R) "Normal  Retirement  Age" shall mean the  earliest  age at
which the Executive may retire and become entitled to an unreduced pension under
the Pension Plan.

                  (S) "Notice of  Termination"  shall have the meaning stated in
Section 7.01 hereof.

                  (T) "Options" shall mean options for Company Shares granted to
the Executive under the Company's 1985 Stock Option and Appreciation Plan or any
similar plan in effect subsequent  hereto,  whether or not vested on the Date of
Termination, other than ISOs granted on or before the date of this Agreement and
ISOs which have not become exercisable on the Date of Termination.

                  (U)  "Pension  Plan"  shall  mean the  Company's  Supplemental
Retirement  Plan for Target  Incentive  Plan  Participants  or its  Supplemental
Retirement  Plan for  Designated  Executives,  as the case may be,  or any plans
successor thereto.

                                      -15-
<PAGE>

                  (V) "Person"  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)  thereof;
provided, however, that a Person shall not include (i) the Company or any of its
subsidiaries,  (ii) a trustee or other  fiduciary  holding  securities  under an
employee  benefit  plan of the  Company  or any of its  subsidiaries,  (iii)  an
underwriter  temporarily  holding  securities  pursuant  to an  offering of such
securities,  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership of stock of the Company.

                  (W)  "Potential  Change  in  Control"  shall be deemed to have
occurred if the events set forth in any one of the  following  paragraphs  shall
have occurred:

                           (I)  the  Company  enters  into  an  agreement,   the
         consummation  of which would  result in the  occurrence  of a Change in
         Control;

                           (II) the Company or any Person publicly  announces an
         intention to take or to consider  taking actions which, if consummated,
         would constitute a Change in Control;

                           (III) any Person  who both (x) is on the date  hereof
         or subsequently  becomes the Beneficial Owner,  directly or indirectly,
         of securities of the Company  representing  at least 10% or more of the
         combined voting power of the Company's then outstanding  securities and
         (y) increases his or her beneficial  ownership of such securities by 5%
         or more over the percentage so owned by such Person on the date hereof;
         or

                           (IV) the  Board  adopts a  resolution  to the  effect
         that, for purposes of this Agreement, a Potential Change in Control has
         occurred.

                  (X) "Severance  Payments" shall mean those payments  described
in Section 6.01 hereof.

                  (Y) "Total  Payments"  shall mean those payments  described in
Section 6.02 hereof.


                                      -16-

<PAGE>

                  IN WITNESS  WHEREOF,  this Agreement has been executed,  as of
the date first above  written,  on behalf of the Company by its duly  authorized
officer and by the Executive.

ATTEST:                              COMPANY
By:

__________________________           By:____________________________
Secretary                                   Chairman & CEO

                                     EXECUTIVE

                                        ____________________________
                                            Name




                                      -17-