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                                                                Exhibit 10.37(c)


                           RESTRICTED STOCK AGREEMENT

                  This Restricted Stock Agreement (the "Agreement"), is entered
into as of the Grant Date, by and between Hexcel Corporation, a Delaware
corporation (the "Company"), and the Grantee.

                  Pursuant to the employment agreement entered into between the
Company and the Grantee as of July 30, 2001 (the "Employment Agreement"), the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") has determined that the Grantee shall be granted shares of
the Company's Common Stock (the "Restricted Shares") upon the terms and subject
to the conditions hereinafter contained. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Hexcel Corporation
Incentive Stock Plan (the "Plan").

                  1. NOTICE OF GRANT; INCORPORATION OF PLAN. A Notice of Grant
is attached hereto as Annex A and incorporated by reference herein. Unless
otherwise provided herein, capitalized terms used in this Agreement and defined
in the Notice of Grant shall have the meanings ascribed to them in the Notice of
Grant and capitalized terms used in this Agreement and defined in the Plan shall
have the meanings ascribed to them in the Plan. Sections II, IV, and IX (other
than Section IX(b)) - XIV of the Plan are incorporated by reference and made a
part of this Agreement, and this Agreement shall be subject to the terms of such
sections of the Plan, as such Sections of the Plan may be amended from time to
time (provided that any such amendment of the Plan must be made in accordance
with Section X of the Plan), as if the Restricted Shares granted herein
constitute an Award within the meaning of the Plan. Notwithstanding the
foregoing, the Restricted Shares are not granted under the Plan.

                  2. TERMS OF RESTRICTED STOCK. The grant of Restricted Shares
provided in Section 1 hereof shall be subject to the following terms, conditions
and restrictions:

                     (a) The Grantee's grant and record of ownership of the
Restricted Shares shall be kept on the books of the Company, until the
Restricted Shares have vested and the restrictions on transfer have lapsed
pursuant to Section 3 below. Subject to Section 5 hereof, following such lapse
unrestricted shares shall be evidenced by stock certificates, which certificates
shall be registered in the name of the Grantee and transferred to the Grantee
free of the restrictions set forth in Section 2(b) below. Except as set forth
herein, the Grantee shall possess all incidents of ownership (including, without
limitation, dividend and voting rights) in respect of the Restricted Shares
unless such Restricted Shares are forfeited in accordance with Section 2(c)
below.

                     (b) Except as provided in this Section 2 (b), the
Restricted Shares and any interest therein may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution, prior to the distribution of the Common
Stock in
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respect of such Restricted Shares and subject to the conditions set
forth in this Agreement. Any attempt to transfer Restricted Shares in
contravention of this Section shall be void AB INITIO. Restricted Shares shall
not be subject to execution, attachment or other process. Notwithstanding the
foregoing, the Grantee shall be permitted to transfer Restricted Shares to
members of his immediate family (I.E., children, grandchildren or spouse),
trusts for the benefit of such family members, and partnerships whose only
partners are such family members; provided, however, that no consideration can
be paid for the transfer of the Restricted Shares and the transferee of the
Restricted Shares shall be subject to all conditions applicable to the
Restricted Shares (including all of the terms and conditions of this Agreement)
prior to transfer.

                     (c) For purposes of the grant hereunder, any transfer of
employment by the Grantee among the Company and its Subsidiaries shall not be
considered a termination of employment. If the Grantee's employment with the
Company is terminated for any reason other than death, Disability (as defined in
the Employment Agreement), termination of employment by the Company without
Cause (as defined in the Employment Agreement) or termination by the Grantee for
Good Reason (as defined in the Employment Agreement), all of the Restricted
Shares which have not vested and with respect to which the restrictions on
transfer set forth in Section 2(b) hereof have not yet lapsed in accordance with
Section 3 below, shall be forfeited by the Grantee and shall be cancelable by
the Company without further action by Grantee.

                  3. VESTING OF RESTRICTED SHARES. Twenty percent (20%) of the
Restricted Shares shall vest (and the restrictions on transfer with respect
thereto set forth in Section 2(b) hereof shall lapse) on March 31, 2002 and the
remaining eighty percent (80%) of the Restricted Shares shall vest (and the
restrictions on transfer with respect thereto set forth in Section 2(b) hereof
shall lapse) on March 31, 2003. Notwithstanding the foregoing, all Restricted
Shares shall vest (and the restrictions on transfer with respect thereto set
forth in Section 2(b) hereof shall lapse) on the earliest to occur of (a) the
termination of the Grantee's employment with the Company by reason of death,
Disability, termination of employment by the Company without Cause or
termination by the Grantee for Good Reason or (b) the occurrence of a Change in
Control (as defined in the Employment Agreement).

                  4.       EQUITABLE ADJUSTMENT.

                           The aggregate number of Restricted Shares shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common 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 the receipt of
consideration by the Company, or other change in corporate or capital structure.
The Committee shall also make the foregoing changes and any other changes,
including changes in the classes of securities available, to the extent
reasonably necessary or desirable to preserve the intended benefits under this
Agreement in the event of any other reorganization, recapitalization, merger,
consolidation, spin-off, extraordinary dividend or other distribution or similar
transaction involving the Company.


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                  5. LEGEND ON CERTIFICATES. Any certificates issued for
unrestricted shares shall be inscribed with the following legend (in addition to
any other legend or legends required under applicable federal and state
securities laws):

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER
                  FEDERAL, STATE, LOCAL OR FOREIGN SECURITIES LAWS AND MAY NOT
                  BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
                  (1) SO REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (2) SUCH
                  OFFER, SALE, TRANSFER OR DISPOSITION IS EXEMPT FROM
                  REGISTRATION UNDER APPLICABLE SECURITIES LAWS.

                  6. TAXES. The Grantee shall pay to the Company promptly upon
request any taxes the Company reasonably determines it is required to withhold
under applicable tax laws with respect to the Restricted Shares or the vesting
thereof. Such payment shall be made as provided in Section IX(f) of the Plan.

                  7. NO GUARANTEE OF EMPLOYMENT. Nothing set forth herein or in
the Plan shall confer upon the Grantee any right of continued employment for any
period by the Company, or shall interfere in any way with the right of the
Company to terminate such employment.

                  8. NOTICES. Any notice required or permitted under this
Agreement shall be given as provided in Section 13 of the Employment Agreement.

                  9. FAILURE TO ENFORCE NOT A WAIVER. The failure of either
party hereto to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provision or of any other provision
hereof.

                  10. GOVERNING LAW. This Agreement shall be governed by and
construed according to the laws of the State of Delaware, without regard to the
conflicts of laws provisions thereof.

                  11. RESOLUTION OF DISPUTES. Any disputes arising under or in
connection with this Agreement shall be resolved by binding arbitration in
accordance with the provisions of Section 17 of the Employment Agreement,
including the provisions for advancement of legal fees of the Grantee.

                  12. ADDITIONAL COVENANTS.

                      (a) All Restricted Shares shall be (i) when issued, duly
authorized, (ii) when issued, validly issued, fully paid and non-assessable,
(iii) as soon as practicable following their issuance, registered for purchase
by the Grantee from the Company under Federal and state securities laws (and the


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Restricted Shares shall remain so registered for so long as the shares remain
subject to the restrictions set forth in Section 2(b) above) and (iv) when
issued, listed, or otherwise qualified, for trading in the United States on each
national securities exchange or national securities market system on which the
Company's Common Stock is listed or qualified.

                     (b) The Company represents and warrants that (i) it is
fully authorized by its Board or the Committee (and by any person or body whose
action is required) to enter into this Agreement and to perform its obligations
under it, (ii) the execution, delivery and performance of this Agreement by the
Company does not violate any applicable law, regulation, order, judgment or
decree or any agreement, plan or corporate governance document of the Company or
any agreement among holders of its shares and (iii) upon execution and delivery
of this Agreement by the Company and the Grantee, this Agreement shall be the
valid and binding obligation of the Company, enforceable in accordance with its
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by the inapplicability of equitable remedies in certain
circumstances.

                     (c) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. It shall not be assignable except
in connection with the sale or other disposition of all or substantially all of
the assets or business of the Company, whether by merger, consolidation or
otherwise.

                  13. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be an original but all of which together
shall represent one and the same agreement.

                  14. MISCELLANEOUS. This Agreement may be amended, modified or
changed only by a written instrument executed by the Grantee and the Company. No
provision of this Agreement may be waived except by a writing executed and
delivered by the party sought to be charged. Any such written waiver will be
effective only with respect to the event or circumstance described therein and
not with respect to any other event or circumstance, unless such waiver
expressly provides to the contrary. This Agreement, including the provisions of
the Plan incorporated herein by reference, and the Employment Agreement contain
the entire agreement between the parties relating to the subject matter hereof.
The section headings herein are intended for reference only and shall not affect
the interpretation hereof.


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                                     ANNEX A

                               NOTICE OF GRANT OF
                                RESTRICTED STOCK

         The following employee of Hexcel Corporation, a Delaware corporation,
or a Subsidiary, has been granted Restricted Shares in accordance with the terms
of this Notice of Grant and the Agreement to which this Notice of Grant is
attached.

         The terms below shall have the meanings ascribed to them below when
used in the Agreement.

Grantee                                          David E. Berges

Address of Grantee                               c/o Hexcel Corporation

Employee Number

Employee ID Number

Foreign Sub Plan, if applicable

Grant Date                                       July 30, 2001

Aggregate Number of Restricted Shares            90,000
Granted


         IN WITNESS WHEREOF, the parties hereby agree to the terms of this
Notice of Grant and the Agreement to which this Notice of Grant is attached and
execute this Notice of Grant and the Agreement as of the Grant Date.

 /s/ David E. Berges                            HEXCEL CORPORATION
----------------------------
David E. Berges

                                                      By: /s/ Ira J. Krakower
                                                         -----------------------
                                                         Ira J. Krakower
                                                         Senior Vice President


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