<PAGE>

                                                                    Exhibit 10 M

              CARPENTER TECHNOLOGY CORPORATION CHANGE OF CONTROL
                                SEVERANCE PLAN

                                 INTRODUCTION
                                 ------------

          As is the case with many publicly held corporations, there exists the
possibility of a Change of Control of the Company.  This possibility and the
uncertainty it creates may result in the loss or distraction of employees of the
Company and its Subsidiaries to the detriment of the Company and its
stockholders.  The avoidance of such loss and distraction is essential to
protecting and enhancing the best interests of the Company and its stockholders.

          When a Change of Control is perceived as imminent, or is occurring,
the Company should be able to receive and rely on disinterested service from
employees regarding the best interests of the Company and its stockholders
without concern that employees might be distracted or concerned by the personal
uncertainties and risks created by the perception of an imminent or occurring
Change of Control.

          It is consistent with the employment practices and policies of the
Company and its Subsidiaries and in the best interests of the Company and its
stockholders to treat fairly its employees whose employment terminates in
connection with or following a Change of Control.  Accordingly, it has been
determined that appropriate steps should be taken to assure the Company and its
Subsidiaries of the continued employment and attention and dedication to duty of
their employees and to seek to ensure the availability of their continued
service, notwithstanding the possibility, threat or occurrence of a Change of
Control.

          Therefore, in order to fulfill the above purposes, the following plan
has been developed and is hereby adopted.

                                   ARTICLE I
                             ESTABLISHMENT OF PLAN
                             ---------------------

          As of the Effective Date, the Company hereby establishes a separation
compensation plan known as the Carpenter Technology Corporation Change of
Control Severance Plan, as set forth in this document.

                                  ARTICLE II
                                  DEFINITIONS
                                  -----------

          As used herein the following words and phrases shall have the
following meanings unless the context clearly indicates otherwise:

          (a) Affiliated Company.  Any company controlled by, controlling or
              ------------------
under common control with the Company.
<PAGE>

          (b) Annual Salary.  The Participant's regular annual base salary
              -------------
immediately prior to his or her termination of employment, including
compensation converted to other benefits under a flexible pay arrangement
maintained by the Company or any Subsidiary or deferred pursuant to a written
plan or agreement with the Company or any Subsidiary, but excluding overtime
pay, allowances, premium pay, compensation paid or payable under any Company
bonus or incentive plan of the Company or any Subsidiary or any similar payment.

          (c) Board.  The Board of Directors of Carpenter Technology
              -----
Corporation.

          (d) Cause.  With respect to any Participant:  (i)  the willful and
              -----
continued failure of the Participant to perform substantially the Participant's
duties with the Company or any Subsidiary (other than any such failure resulting
from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to the Participant by an executive officer
of the Company which specifically identifies the manner in which the executive
officer believes that the Participant has not substantially performed the
Participant's duties, or (ii) the willful engaging by the Participant in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company or any Subsidiary.  For purposes of this definition, no act or
failure to act on the part of the Participant shall be considered "willful"
unless it is done, or omitted to be done, by the Participant in bad faith or
without reasonable belief that the Participant's action or omission was in the
best interests of the Company or any Subsidiary.  Any act or failure to act
based upon authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive Officer or another executive
officer of the Company or any Subsidiary or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done, by
the Participant in good faith and in the best interests of the Company.

          (e) Change of Control.  The occurrence of any of the following events:
              -----------------

              (i)  The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
                       ------------
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (x) the then-outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (y) the combined voting power of the
      --------------------------------
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
                                -------------------------------------
provided, however, that, for purposes of this subsection (i), the following
--------  -------
acquisitions shall not constitute a Change of Control:  (A) any acquisition
directly from the Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Affiliated Company, or (D) any acquisition by
any corporation pursuant to a transaction that complies with clauses (A), (B),
and (C) of paragraph (iii) of this definition of Change of Control;

              (ii) Individuals who, as of the Effective Date, constitute the
Board

                                      -2-
<PAGE>

(the "Incumbent Board") cease for any reason to constitute at least a majority
      ---------------
of the Board; provided, however, that any individual becoming a director
              -----------------
subsequent to the Effective Date whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;

          (iii)  Consummation of a reorganization, merger, consolidation or sale
or other disposition of all or substantially all of the assets of the Company or
the acquisition of the assets or stock of another entity (a "Business
                                                             --------
Combination"), in each case, unless, following such Business Combination, (A)
-----------
all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (C) at least
a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or

          (iv)   Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

     (f)  Code.  The Internal Revenue Code of 1986, as amended from time to
          ----
time.

     (g)  Committee.  The Human Resources Committee of the Board.
          ---------

                                      -3-
<PAGE>

          (h) Company.  Carpenter Technology Corporation and any successor or
              -------
assignee to the business or assets which becomes bound by this Plan by reason of
Article V.

          (i) Date of Termination.  The date on which a Participant ceases to be
              -------------------
an Employee of an Employer.

          (j) Disability.  A condition such that the Participant has terminated
              ----------
employment with the Participant's Employer with a qualifying disability and has
immediately begun receiving benefits from a long-term disability plan of the
Company or any Employer.

          (k)  Effective Date.  April 26, 2001.
               --------------

          (l) Employee.  A full-time employee of an Employer.
              --------

          (m) Employer.  The Company or any Subsidiary (or any parent
              --------
corporation of the Company or any of such parent corporation's subsidiaries) by
which a Participant is employed.

          (n) ERISA.  The Employee Retirement Income Security Act of 1974, as
              -----
amended from time to time.

          (o) Good Reason.  With respect to any Participant, without such
              -----------
Participant's written consent:  (i) any reduction in the Participant's Annual
Salary or Target Annual Bonus opportunity, as in effect during the 120-day
period immediately preceding the Change of Control (or as such amounts may be
increased from time to time), other than as a result of an isolated and
inadvertent action not taken in bad faith and which is remedied by the Employer
promptly after receipt of notice thereof given by the Participant; (ii) the
Employer requiring the Participant to relocate his or her principal place of
business to a location which is more than 35 miles from his or her previous
principal place of business; (iii) the assignment to the Participant of any
duties inconsistent in any material and adverse respect with the duties assigned
to the Participant during the 120-day period immediately prior to a Change of
Control, other than an isolated, insubstantial and inadvertent action that is
not taken in bad faith and is remedied by the Employer promptly after receipt of
notice thereof from the Participant; (iv) any material reduction in benefits of
the Participant, as in effect during the 120-day period immediately preceding
the Change of Control, other than as a result of an isolated and inadvertent
action not taken in bad faith and which is remedied by the Employer promptly
after receipt of notice thereof given by the Participant; provided, however,
                                                          --------  -------
that no material reduction shall be deemed to have occurred following a Change
of Control if the benefits provided to the Participant are (A) reasonably
equivalent to the benefits provided to similarly situated employees of the
company resulting from a Business Combination and its subsidiaries, and (B)
comparable to the

                                      -4-
<PAGE>

benefits provided to the Participant immediately prior to the Change of Control;
(v) any purported termination of the Plan otherwise than as expressly permitted
by the Plan; or (vi) any failure by the Employer to comply with and satisfy
Article VI of the Plan.

          (p) Participant.  Any individual whose employment is classified as job
              -----------
class 19 or above and any other individual employed by the Company or any of its
Affiliated Companies in an equivalent position who is designated as a
Participant by the Chief Executive Officer of the Company; provided, however,
                                                           --------  -------
that no individual who is a party to a separately executed change of control or
similar agreement with the Company or any of its Affiliated Companies entered
into prior to a Change of Control shall be a Participant so long as such
agreement remains in force.  Each individual who is a Participant immediately
prior to a Change of Control shall remain a Participant at least until the
second anniversary of the Change of Control.  Notwithstanding the foregoing,
individuals employed primarily outside of the United States are not eligible to
be Participants.

          (q) Plan.  Carpenter Technology Corporation Change of Control
              ----
Severance Plan.

          (r) Separation Benefits.  The benefits described in Section 4.2 that
              -------------------
are provided to qualifying Participants under the Plan.

          (s) Subsidiary.  Any corporation in which the Company, directly or
              ----------
indirectly, holds a majority of the voting power of such corporation's
outstanding shares of capital stock.

          (t) Target Annual Bonus.  The Participant's target bonus under the
              -------------------
Company's annual incentive plans for the fiscal year in which such Participant's
Date of Termination occurs (or, if no target bonus has been set for such fiscal
year, the Participant's target bonus for the immediately preceding fiscal year).

                                  ARTICLE III
                                  ELIGIBILITY
                                  -----------

          A Participant shall cease to be a Participant in the Plan only as a
result of an amendment or termination of the Plan complying with Article VI of
the Plan, or when the Participant ceases to be an Employee of any Employer,
unless, at the time the Participant ceases to be an Employee, such Participant
is entitled to payment of a Separation Benefit as provided in the Plan.  A
Participant entitled to payment of a Separation Benefit or any other amounts
under the Plan shall remain a Participant in the Plan until the full amount of
the Separation Benefit and any other amounts payable under the Plan have been
paid to the Participant.

                                      -5-
<PAGE>

                                   ARTICLE IV
                              SEPARATION BENEFITS
                              -------------------

          4.1  Terminations of Employment Which Give Rise to Separation Benefits
               -----------------------------------------------------------------
Under This Plan.  A Participant shall be entitled to Separation Benefits as set
---------------
forth in Section 4.2 below if, at any time during the two-year period
immediately following a Change of Control, the Participant's employment is
terminated (i) by the Employer for any reason other than Cause, death, or
Disability or (ii) by the Participant, within 120 days after the Participant has
knowledge of the occurrence of Good Reason.

          4.2  Separation Benefits.
               -------------------

          (a)  If a Participant's employment is terminated in circumstances
entitling such participant to Separation Benefits pursuant to Section 4.1, the
Company shall provide to such Participant, within ten days following the Date of
Termination, a lump sum cash payment as set forth in subsection (b) below, and
shall provide to the Participant the continued benefits and outplacement as set
forth in subsections (b), (c) and (d) below.  For purposes of determining the
benefits set forth in subsection (b), if the termination of the Participant's
employment is for Good Reason based upon a reduction of the Participant's Annual
Salary, opportunity to earn Target Annual Bonuses, or other compensation or
employee benefits, such reduction shall be ignored.

          (b)  The cash lump sum referred to in Section 4.2(a) shall be the
aggregate of the amounts set forth in clauses (i), (ii) and (iii):

               (i)   the sum of (A) any portion of the Participant's Annual
     Salary earned through the Date of Termination that was not previously paid
     and (B) any compensation previously deferred by the Participant (together
     with any accrued interest or earnings thereon) and any accrued vacation
     pay, in each case to the extent not theretofore paid and in full
     satisfaction of the rights of the Participant thereto;

               (ii)  an amount equal to one times the Participant's Annual
     Salary;

     and

               (iii) an amount equal to one times the Participant's Target
Annual Bonus.

          (c)  The Company shall at its sole expense provide the Participant
with reasonable outplacement services, at a cost not to exceed $20,000, during
the one-year period following the Participant's Date of Termination. The
Participant shall not, however, be entitled to any payment in lieu of accepting
outplacement assistance services.

                                      -6-
<PAGE>

          (d)  The Participant (and eligible family members) shall be eligible
for participation in and shall receive all benefits under any medical and dental
plan, plan, program, policy, practice, contract or agreement of the Company and
its Affiliated Companies for which the Participant was eligible prior to the
Change of Control, on terms no less favorable than those applicable to the
Participant prior to the Participant's Date of Termination, for the six months
immediately following the Participant's Date of Termination; provided, however,
                                                             --------  -------
that during any period when the Participant becomes reemployed with another
employer and is eligible to receive any such benefits under another employer-
provided plan, the medical and dental benefits provided by the Company and the
Affiliated Companies described herein shall be secondary to those provided under
such other plan during such period of eligibility.

          4.3  Other Benefits Payable.  To the extent not theretofore paid or
               ----------------------
provided, the Company shall timely pay or provide (or cause to be paid or
provided) to a Participant entitled to the Separation Benefits, any amounts or
benefits required to be paid or provided to the Participant, or which the
Participant is eligible to receive, under the General Retirement Plan for
Employees of Carpenter Technology Corporation (the "GRP"), and the Separation
                                                    ---
Benefits shall be reduced, dollar for dollar (but not below zero), by any
amounts received by the Participant pursuant to the GRP.  Any other severance
pay or pay in lieu of notice required to be paid to such Participant under
applicable law or under any other severance pay plan or policy of the Company or
any Employer, including, without limitation, under the Severance Pay Plan for
Salaried Employees of Carpenter Technology Corporation (but excluding the GRP)
shall be reduced, dollar for dollar (but not below zero), by the Separation
Benefits.  The Separation Benefits shall in no event affect a Participant's
eligibility for or entitlement to benefits under the GRP or any other qualified
or nonqualifed retirement or pension benefit or welfare or fringe benefit plan,
program, policy, practice, contract or agreement of the Company and its
Affiliated Companies.

          4.4  Certain Reduction of Payments by the Company.
               --------------------------------------------

          (a)  Reduction of Certain Payments.  For purposes of this Section 4.4:
               -----------------------------
(i) a "Payment" shall mean any payment or distribution in the nature of
       -------
compensation to or for the benefit of the Participant, whether paid or payable
pursuant to this Plan or otherwise; (ii) "Plan Payment" shall mean a Payment
                                          ------------
paid or payable pursuant to this Plan (disregarding this Section 4.4); (iii)
"Present Value" shall mean such value determined in accordance with Sections
--------------
280G(b)(2)(A)(ii) and 280G(d)(4) of the Code; and (iv) "Reduced Amount" shall
                                                        --------------
mean an amount expressed in Present Value that maximizes the aggregate Present
Value of Plan Payments without causing any Payment to be nondeductible by the
Company or Employer because of Section 280G of the Code.

          (b)  Anything in this Plan to the contrary notwithstanding, in the
event PricewaterhouseCoopers LLP or such other accounting firm retained by the
Company

                                      -7-
<PAGE>

to perform its annual audit (the "Accounting Firm") shall determine that
                                  ---------------
receipt of all Payments would subject the Participant to tax under Section 4999
of the Code, the aggregate Plan Payments shall be reduced (but not below zero)
to meet the definition of Reduced Amount.

          (c) If the Accounting Firm determines that aggregate Plan Payments
should be reduced to the Reduced Amount, the Company shall promptly give the
Participant notice to that effect and a copy of the detailed calculation
thereof, and the Participant may then elect, in his or her sole discretion,
which and how much of the Plan Payments shall be eliminated or reduced (as long
as after such election the Present Value of the aggregate Plan Payments equals
the Reduced Amount), and shall advise the Company in writing of his or her
election within 30 days of his or her receipt of notice.  If no such election is
made by the Participant within such 30-day period, the Company may elect which
of such Plan Payments shall be eliminated or reduced (as long as after such
election the Present Value of the aggregate Plan Payments equals the Reduced
Amount) and shall notify the Participant promptly of such election.  All
determinations made by the Accounting Firm under this Section shall be binding
upon the Company and the Participant and shall be made within 60 days of a
termination of employment of the Participant.  As promptly as practicable
following such determination, the Company shall pay to or distribute for the
benefit of the Participant such Plan Payments as are then due to the Participant
under this Plan and shall promptly pay to or distribute for the benefit of the
Participant in the future such Plan Payments as become due to the Participant
under this Plan.

          (d) As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that amounts will have been paid or distributed by the
Company to or for the benefit of the Participant pursuant to this Plan which
should not have been so paid or distributed ("Overpayment") or that additional
                                              -----------
amounts which will have not been paid or distributed by the Company to or for
the benefit of the Participant pursuant to this Plan could have been so paid or
distributed ("Underpayment"), in each case, consistent with the calculation of
              ------------
the Reduced Amount hereunder.  In the event that the Accounting Firm, based upon
the assertion of a deficiency by the Internal Revenue Service against either the
Company or the Participant which the Accounting Firm believes has a high
probability of success determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company to or for the benefit of the
Participant shall be treated for all purposes as a loan to the Participant which
the Participant shall repay to the Company together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been made and no
--------  -------
amount shall be payable by the Participant to the Company if and to the extent
such deemed loan and payment would not either reduce the amount on which the
Participant is subject to tax under Section 1 and Section 4999 of the Code or
generate a refund of such taxes.  In the event that the Accounting Firm, based
upon

                                      -8-
<PAGE>

controlling precedent or substantial authority, determines that an Underpayment
has occurred, any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Participant together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code.

          (e)  All fees and expenses of the Accounting Firm in implementing the
provisions of this Section 4.4 shall be borne by the Company.

                                   ARTICLE V
                              SUCCESSOR TO COMPANY
                              --------------------

          5.1  This Plan shall bind any successor of the Company, its assets or
its businesses (whether direct or indirect, by purchase, merger, consolidation
or otherwise), in the same manner and to the same extent that the Company would
be obligated under this Plan if no succession had taken place.

          5.2  In the case of any transaction in which a successor would not by
the foregoing provision or by operation of law be bound by this Plan, the
Company shall require such successor expressly and unconditionally to assume and
agree to perform the Company's obligations under this Plan, in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place.

                                   ARTICLE VI
                      DURATION, AMENDMENT AND TERMINATION
                      -----------------------------------

          6.1  Duration of Plan.  If a Change of Control has not occurred and
               ----------------
the Board does not have knowledge of an event that could reasonably be expected
to constitute a Change of Control, this Plan may be terminated by resolution
adopted by the Board; provided that the Participants are given written notice of
                      --------
such termination three years in advance of such termination.  If a Change of
Control occurs while this Plan is in effect, this Plan shall continue in full
force and effect for at least two years following such Change of Control, and
shall not terminate or expire until after all Participants who become entitled
to any payments hereunder shall have received such payments in full.

          6.2  Amendment or Termination.  The Board may amend or terminate this
               ------------------------
Plan; provided, that this Plan may not be terminated or amended in a manner
      --------
adverse to Participants prior to the third anniversary of the date on which
notice of such amendment or termination is provided to the Participants or
during the two-year period following a Change of Control.

          6.3  Procedure for Extension, Amendment or Termination.  Any
               -------------------------------------------------
extension, amendment or termination of this Plan by the Board in accordance with

                                      -9-
<PAGE>

the foregoing shall be made by action of the Board in accordance with the
Company's charter and by-laws and applicable law.

                                  ARTICLE VII
                                 MISCELLANEOUS
                                 -------------

          7.1  Full Settlement.  The Company's obligation to make the payments
               ---------------
provided for under this Plan and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against a Participant or
others.  In no event shall a Participant be obligated to seek other employment
or take any other action by way of mitigation of the amounts payable to the
Participant under any of the provisions of this Plan and such amounts shall not
be reduced whether or not the Participant obtains other employment.  The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which a Participant may reasonably incur as a result of any contest by the
Company, the Participant or others of the validity or enforceability of, or
liability under, any provision of this Plan or any guarantee of performance
thereof (including as a result of any contest by the Participant about the
amount of any payment pursuant to this Plan), provided, that such reimbursement
                                              --------
shall be made only if the Participant prevails on substantially all of the
issues in connection with such dispute.  Such reimbursement shall be made as
soon as practicable following the resolution of such contest or dispute (whether
or not appealed).

          7.2  Employment Status.  This Plan does not constitute a contract of
               -----------------
employment or impose on the Participant or the Participant's Employer any
obligation for the Participant to remain an Employee or change the status of the
Participant's employment or the policies of the Company and its Subsidiaries
regarding termination of employment.  For purposes of this Plan, employment with
any of the Company's Subsidiaries or any parent corporation of the Company or
any of its subsidiaries shall be treated as continued employment with the
Company.

          7.3  Confidential Information.  Each Participant shall hold in a
               ------------------------
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its Affiliated
Companies, and their respective businesses, which shall have been obtained by
the Participant during the Participant's employment by the Company or any of its
Affiliated Companies and which shall not be or become public knowledge (other
than by acts by the Participant or representatives of the Participant in
violation of this Plan).  After termination of a Participant's employment with
the Company, the Participant shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those designated by it.  In no event shall an asserted violation of the
provisions of this Section 7.3 constitute a basis for deferring or withholding
any amounts otherwise payable under this Plan.

                                     -10-
<PAGE>

          7.4  Named Fiduciary; Administration.  The Company is the named
               -------------------------------
fiduciary of the Plan, and shall administer the Plan, acting through the Pension
Board of the GRP (the "Administrative Committee").
                       ------------------------

          7.5  Claim Procedure.  If an Employee or former Employee makes a
               ---------------
written request alleging a right to receive benefits under this Plan or alleging
a right to receive an adjustment in benefits being paid under the Plan, the
Company shall treat it as a claim for benefit.  All claims for benefit under the
Plan shall be sent to the Administrative Committee and must be received within
30 days after termination of employment.  If the Company determines that any
individual who has claimed a right to receive benefits, or different benefits,
under the Plan is not entitled to receive all or any part of the benefits
claimed, it will inform the claimant in writing of its determination and the
reasons therefor in a manner calculated to be understood by the claimant.  The
notice will be sent within 60 days of the claim.  The notice shall make specific
reference to the reasons for denial and pertinent Plan provisions on which the
denial is based, and describe any additional material or information necessary
for the claim to succeed and a description of why it is necessary.  Such notice
shall, in addition, inform the claimant what procedure the claimant should
follow to take advantage of the review procedures set forth below in the event
the claimant desires to contest the denial of the claim.  The claimant may
within 90 days thereafter submit in writing to the Company a notice that the
claimant contests the denial of his or her claim by the Company and desires a
further review.  The Administrative Committee shall within 60 days thereafter
review the claim and authorize the claimant to appear personally and review
pertinent documents and submit issues and comments relating to the claim to the
persons responsible for making the determination on behalf of the Company.  The
Company will render its final decision with specific reasons therefor and in a
manner calculated to be understood by the claimant, and will transmit it to the
claimant within 60 days of the written request for review.  If the Company fails
to respond to a claim filed in accordance with the foregoing within 60 days, the
Company shall be deemed to have denied the claim.  This Section 7.5 shall not
serve to prohibit any Participant from bringing an action in a court of
competent jurisdiction to enforce his or her rights under the Plan after
satisfaction of the foregoing procedures.

          7.6  Unfunded Plan Status.  All payments pursuant to the Plan shall be
               --------------------
made from the general funds of the Company and no special or separate fund shall
be established or other segregation of assets made to assure payment.  No
Participant or other person shall have under any circumstances any interest in
any particular property or assets of the Company as a result of participating in
the Plan.  Notwithstanding the foregoing, the Company may (but shall not be
obligated to) create one or more grantor trusts, the assets of which are subject
to the claims of the Company's creditors, to assist it in accumulating funds to
pay its obligations under the Plan.

          7.7  Validity and Severability.  The invalidity or unenforceability of
               -------------------------
any provision of the Plan shall not affect the validity or enforceability of any
other provision

                                     -11-
<PAGE>

of the Plan, which shall remain in full force and effect, and any prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          7.8  Governing Law.  The validity, interpretation, construction and
               -------------
performance of the Plan shall in all respects be governed by the laws of the
State of Delaware without reference to principles of conflict of law, except to
the extent pre-empted by Federal law.

          7.9  Top-Hat Plan.  For purposes of ERISA, the Plan is intended to
               ------------
constitute a "top-hat" plan, as described in Sections 201(2), 301(a)(3), and
401(a)(1) of ERISA and the regulations promulgated thereunder.

                                     -12-