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                                                                    Exhibit 10 B

                         SUPPLEMENTAL RETIREMENT PLAN
                               FOR EXECUTIVES OF
                       CARPENTER TECHNOLOGY CORPORATION
                          Effective December 13, 1979
                          As Amended January 1, 2001


1.   Purpose
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     The purpose of this Plan is to attract, retain and motivate designated
     employees of Carpenter Technology Corporation (the "Corporation") who are
     Participants in the Plan by providing supplemental pension and death
     benefits to enhance their economic security during their active careers
     with the Corporation and in Retirement.


2.   Definitions
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     (A)  "Annual Base Formula Retirement Benefit" shall mean the annual benefit
          computed to measure total annual retirement income after normal
          Retirement age, as provided in Section 6.

     (B)  "Annual Supplemental Retirement Benefit" shall mean the annual benefit
          to be paid from the Plan, as provided in Section 7, and shall be paid
          in accordance with the provisions of Section 5.

     (C)  "Board" shall mean the Board of Directors of Carpenter Technology
          Corporation.

     (D)  "Disabled" shall mean totally disabled as described in, and which
          results in, the Participant's eligibility to receive benefits under
          the Corporation's Long Term Disability Plan.

     (E)  "Five-Year Calculation Period" shall mean the five calculation periods
          created under the definition of "average monthly earnings" found in
          the General Retirement Plan used to determine such average.

     (F)  "Former Participant" shall mean any person who has previously been a
          Participant in this Plan and was either (i) a Participant for at least
          three years or (ii) an employee of the Company for at least ten years.

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     (G)  "General Retirement Plan" shall mean the Corporation's "General
          Retirement Plan for Employees of Carpenter Technology Corporation" as
          in effect on the last date of a Participant's employment with the
          Corporation as a participant under the General Retirement Plan.

     (H)  "Participant" shall mean any person included in the Plan, as provided
          in Section 3 and shall also mean a Former Participant except as
          otherwise provided in Section 6.

     (I)  "Plan" shall mean the Supplemental Retirement Plan for Executives of
          Carpenter Technology Corporation.

     (J)  "Retirement" shall mean the date of retirement as defined in the
          General Retirement Plan.

     (K)  "Spouse" shall mean the Participant's spouse as defined in section
          4.5(a)(1) of the General Retirement Plan.


3.   Participants
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     Participants in the Plan will consist of such employees of the Corporation
     as the Board in its sole discretion may from time to time designate.
     Participation in the Plan will terminate only

     (A)  upon termination of employment of a Participant for any reason other
          than Retirement under conditions where benefits are payable under
          Section 7 (except that a Former Participant shall be eligible to
          receive any previously accrued benefit under this Plan), or

     (B)  when further participation is canceled by the Board (except that a
          Former Participant shall be eligible to receive any previously accrued
          benefit under this Plan), or

     (C)  when a Participant performs services for the Corporation solely as an
          independent contractor or consultant (except that such Participant
          shall continue to receive any previously accrued benefit under this
          Plan), or

     (D)  notwithstanding anything to the contrary contained in (A), (B) or (C)
          above, when a Participant competes with the Corporation as provided in
          the Supplemental Retirement Agreement referenced in Section 4 hereof,
          (in which case no further payments will be made under the Plan).

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4.   Supplemental Retirement Agreement
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     Each Participant, as a condition precedent to becoming a Participant, will
     enter into an agreement with the Corporation, in a form supplied by and
     satisfactory to the Corporation, which will, inter alia,

     (A)  set forth the provisions of the benefits of this Plan,

     (B)  permit the Corporation, in its sole discretion, to insure the
          Participant's life under an individual life insurance policy in which
          the Corporation is the owner and beneficiary at no cost to the
          Participant, and

     (C)  contain a noncompetition provision.


5.   Benefits
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     (A)  Each Participant who shall retire under the conditions set forth in
          Section 7 will receive an Annual Supplemental Retirement Benefit paid
          from the general assets of the Corporation for a period of fifteen
          years commencing as provided herein. Such benefit will be paid in
          consecutive quarter yearly payments on the first business day of
          January, April, July and October (hereinafter individually referred to
          as the "Quarterly Payment Date") for the immediately preceding
          calendar quarters ended, December 31, March 31, June 30 and September
          30, respectively.

          The initial payment shall be made on the first Quarterly Payment Date
          following the Participant's Retirement, or, at the election of a
          Disabled Participant, commencing upon any subsequent Quarterly Payment
          Date which occurs while the Participant remains Disabled, but in no
          event later than the Quarterly Payment Date following the earlier of
          the Participant's cessation of disability or the attainment of age 65.

          Proration shall be made for a short calendar quarter and calculated on
          a 90 day per quarter basis.

     (B)  In the event of the death of a Participant after Retirement and before
          the entire number of said quarterly payments have been paid, such
          remaining unpaid quarterly payments will be paid to the last
          beneficiary designated in writing by the Participant to, and received
          by, the Pension Board or, in the absence or failure of any such
          designation or the designated beneficiary fails to survive for the
          said fifteen year period, to the surviving Spouse of the Participant,
          or in the absence of such Spouse, to the Participant's estate.

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          In the event the designated beneficiary fails to survive and the
          Participant's Spouse does not survive for the said fifteen years, the
          Pension Board may elect to make a lump sum payment of the unpaid
          amount to the Participant's estate, or the Spouse's estate, or the
          beneficiary's estate, as the Pension Board may determine in its sole
          discretion to be fair and equitable, said lump sum payment being the
          present value of the remaining payments, determined in accordance with
          the average rate of interest published by the Pension Benefit Guaranty
          Corporation for immediate annuities for the 36 months immediately
          preceding the date of such payment.

     (C)  In the event of the death of a Participant before Retirement when the
          Participant would have been eligible to receive retirement benefits
          under either Section 7(A) or 7(B), the Normal or Early Supplemental
          Retirement Benefit to which the Participant would have been entitled
          had he retired on the date of his death will be paid to the last
          beneficiary designated in writing by the Participant to, and received
          by, the Pension Board or, in the absence or failure of any such
          designation or the designated beneficiary fails to survive for the
          said fifteen year period, to the surviving Spouse of the Participant,
          or, in the absence of such Spouse, to the Participant's estate.

          Such benefit will be determined as of the date of death of the
          Participant and will be paid in accordance with the payment procedures
          in Section 5(A).

          In the event the designated beneficiary fails to survive and the
          Participant's Spouse does not survive for the said fifteen years, the
          Pension Board may elect to make a lump sum payment of the unpaid
          amount to the Participant's estate, or the Spouse's estate, or the
          beneficiary's estate, as the Pension Board may determine in its sole
          discretion to be fair and equitable, said lump sum payment being the
          present value of the remaining payments, determined in accordance with
          the average rate of interest published by the Pension Benefit Guaranty
          Corporation for immediate annuities for the 36 months immediately
          preceding the date of such payment.

     (D)  No benefit payable under this Plan shall be subject in any way to
          alienation, sale, transfer, assignment, pledge, attachment,
          garnishment, execution, or encumbrance of any kind, and any attempt to
          accomplish the same shall be void and of no effect.

6.   Annual Base Formula Retirement Benefit
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     The Annual Base Formula Retirement Benefit shall be calculated at the date
     of Retirement or in the case of a Former Participant at the termination of
     participation and will be equal to

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     (A)  the Participant's or Former Participant's average annual earnings
          calculated by multiplying the "average monthly earnings" (as
          determined for pension purposes under the General Retirement Plan) by
          12 (or in the event the Participant or Former Participant has
          insufficient service to create a Five-Year Calculation Period, the
          average annual earnings calculated from such years of service and
          fractions thereof, rounded to the nearest month) [in either event, if
          the Participant had eligible compensation reduced under the General
          Retirement Plan to comply with section 401(a)(17) of the Internal
          Revenue Code of 1986, and the regulations thereunder, as amended, or
          has deferred compensation under any deferred compensation plan of the
          Corporation, other than any deferred compensation previously included
          in the definition of "earnings" contained in the General Retirement
          Plan, such deferred and/or reduced compensation shall be added, for
          the sole purpose of determining the benefit under this Section, to the
          Participant's earnings in the year the Participant would have been
          credited with such earnings under the General Retirement Plan but for
          such deferral and/or reduction],

     (B)  multiplied by a percentage which is

          (l)  five percent for each year of service, or fraction thereof, with
               the Corporation up to a maximum of ten years, that an individual
               has been designated a Participant in this Plan subsequent to
               December 13, 1979, plus

          (2)  (with respect to Participants and Former Participants who became
               Participants before October 1, 1988) two percent for each other
               year of service or fraction thereof with the Corporation, or its
               subsidiaries; or

          (3)  (with respect to Participants and Former Participants who became
               Participants on or after October 1, 1988 and retire prior to
               January 1, 1997) 1.26 percent for each other year of service or
               fraction thereof with the Corporation, or its subsidiaries; or

          (4)  (with respect to Participants and Former Participants who became
               Participants on or after October 1, 1988 and retire after
               December 31, 1996) 1.3 percent for each year of service up to 20
               years and 1.4 percent for each additional year of service or
               fraction thereof with the Corporation, or its subsidiaries;

          provided, however, that the aggregate of the percentages of this
          Subparagraph 6(B) shall not exceed the sum of 60% plus one-quarter
          percent per year for each year or fraction thereof for such service
          exceeding 30 years,

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     (C)  reduced by the sum of the following (such reduction to commence and be
          fixed as of the respective calculation dates hereinafter stated):

          (l)  the Participant's accrued pension benefits calculated to be
               payable from any other defined benefit pension plans (including
               but not limited to the General Retirement Plan, the Benefit
               Equalization Plan, the Earnings Adjustment Plan, the Officers'
               Supplemental Retirement Plan, and any pension plans from other
               prior employment) as of the respective date or dates of earliest
               entitlement or, if later, the date of retirement under such
               pension plans, before any actuarial reduction for option
               election; provided, however, that any such reduction shall not
               include the portion of any other pension benefit resulting from
               the Participant's express contribution or any Increased Benefit
               calculated under paragraph 3.7 of the General Retirement Plan,
               nor any benefits attributable to a defined contribution
               entitlement and

          (2)  the amount of the Primary Social Security Retirement Benefit
               calculated to be payable as of the date of earliest entitlement
               or, if later, the date of Retirement hereunder.


7.   Annual Supplemental Retirement Benefits
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     (A)  Normal Retirement.

          (1)  A Participant shall receive upon Retirement a Normal Supplemental
               Retirement Benefit if he has attained (a) age 62 or older with
               five or more years of service with the Corporation or its
               subsidiaries, or (b) thirty years of service with the Corporation
               or its subsidiaries.

          (2)  The amount of such benefit will be the Annual Base Formula
               Retirement Benefit, as set forth in Section 6.

     (B)  Early Retirement.

          (1)  In the event of Retirement before attainment of eligibility for
               Normal Retirement, a Participant shall receive an Early
               Supplemental Retirement benefit if he is then vested under the
               General Retirement Plan.

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          (2)  The amount of such benefit will be equal to the Annual Base
               Formula Retirement Benefit, as set forth in Section 6(A) and
               6(B), reduced to its equivalent actuarial value from age 62 to
               the date of initial payment to the Participant based on the
               average rate of interest published by the Pension Benefit
               Guaranty Corporation for immediate annuities for the immediately
               preceding 36 months, and subsequently adjusted for any further
               reduction required under Section 6(C).

     (C)  Mutual Consent Retirement.

          (1)  A Participant shall receive upon Retirement hereunder with ten or
               more years' service with the Corporation or its subsidiaries, a
               Mutual Consent Retirement if:  (a) he is entitled to retire with
               monthly payments under the General Retirement Plan that are
               concurrent with benefits under this Plan, and (b) both the
               Participant and the Corporation agree that his Retirement under
               this Plan would be mutually beneficial.

          (2)  The amount of such benefit will be the Annual Base Formula
               Retirement Benefit, as set forth in Section 6.

     (D)  Notwithstanding anything to the contrary contained in this Plan, no
          Participant, Spouse or other beneficiary may become entitled to
          benefits under this Plan without the Participant or Former Participant
          first completing five consecutive years of service with the
          Corporation or its subsidiaries, unless otherwise provided in writing
          and expressly authorized by Board approval.

8.   General Provisions
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     (A)  The administration of this Plan shall be by the Pension Board
          appointed by the Board under the provisions of the General Retirement
          Plan. Any interpretation of this Plan shall be by the Human Resources
          Committee of the Board.

     (B)  The benefits provided by this Plan will be paid from the general
          assets of the Corporation or otherwise as the Board may from time to
          time determine.

     (C)  The Board or, when so designated by the Board, the Human Resources
          Committee reserves the right at any time to modify or amend in whole
          or in part any or all of the provisions of the Plan, subject to the
          provisions of the Supplemental Retirement Agreement between the
          Corporation and each Participant.

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