EXHIBIT 10.5


                                          SECOND AMENDMENT
                                                 TO
                                       SUPPLEMENTAL EXECUTIVE
                                        RETIREMENT AGREEMENT

                  AMENDMENT  made this 11 day of October  2000,  between  Hexcel
Corporation,  a  Delaware  corporation  (the  "Company"),  and  John J. Lee (the
"Executive").

                  WHEREAS,  the Company and the Executive have entered into that
certain  Supplemental  Executive  Retirement Agreement dated May 20, 1998 and an
Amendment thereto dated January 21, 1999 (the "Agreement"), and

                  WHEREAS, the Company and the Executive desire to further amend
the Agreement.

                  NOW, THEREFORE, the parties mutually agree as follows:

                  1.  Section 1.11 of the Agreement shall be amended to read in
its entirety as follows:

                  "The Amended and Restated  Agreement  entered into between the
                  Company and the Executive on October 11, 2000.

                  2.  Section 2.2.1 of the Agreement shall be amended by adding
the following before the period at the end of the third sentence thereof:

                  "provided,  however,  that (i) if the Executive is an employee
                  of the  Company on December  31, 2001 or (ii) the  Executive's
                  employment  with the  Company  terminates  prior to such  date
                  either by the Company without  Cause or by the  Executive for
                  Good Reason,  then such monthly  benefit shall be in an amount
                  equal to $20,849.42."

                  3. Section 2.2.2 of the Agreement shall be amended by deleting
so  much of such  section  as  follows  the  phrase  "an  amount  equal  to" and
inserting, in lieu thereof, the phrase "the Normal Retirement Benefit."

                  4. Section 2.2.3 of the Agreement shall be amended by deleting
so  much of such  section  as  follows  the  phrase  "an  amount  equal  to" and
inserting, in lieu thereof, the phrase "the Normal Retirement Benefit."

                  5. Section 2.2.5 of the Agreement shall be amended by adding
the following before the period at the end of the last sentence thereof:

                  "provided,  however,  that (i) if the Executive is an employee
                  of the  Company on December  31, 2001 or (ii) the  Executive's
                  employment  with the  Company  terminates  prior to such  date
                  either by the Company without  Cause or by the  Executive for
                  Good Reason,  then such monthly  benefit shall be in an amount
                  equal to the Normal Retirement Benefit."

                  6. Section 2.2.6 of the Agreement shall be amended by deleting
the first sentence thereof and inserting, in lieu thereof, the following:

                  "If  the  Executive's  employment  with  the  Company  or  any
                  Affiliate  terminates  on account of  Disability,  the Company
                  shall pay the  Executive a monthly  benefit in an amount equal
                  to the Normal Retirement Benefit.

                  7.  Section 2.2.7 of the Agreement shall be amended by adding
the following before the period at the end of the first sentence thereof:

                  "provided,  however,  that (i) if the Executive is an employee
                  of the  Company on December  31, 2001 or (ii) the  Executive's
                  employment  with the  Company  terminates  prior to such  date
                  either by the Company without  Cause or by the  Executive for
                  Good  Reason,  then the  amount of lump sum  payment  shall be
                  $2,908,854."

                  8. Section 3.2 of the  Agreement  shall be amended by deleting
the phrase "and less (iii) $5,000" in the second sentence thereof.

                  9.  This Second Amendment shall be effective as of the closing
of the transactions contemplated  by  the Stock Purchase  Agreement (the "Stock
Purchase Agreement") dated as of October 11, 2000 by and among Ciba Specialty
Chemicals Holding, Inc. ("Ciba SCH"), Ciba Specialty Chemicals Inc. "Ciba SCI"),
Ciba Specialty Chemicals Corporation ("Ciba SCC" and together with Ciba SCH and
Ciba SCI, "Ciba"), LXH, L.L.C. ("LXH") and LXH II, L.L.C. ("LXH II" and together
with  LXH, "the  Purchasers"),  pursuant  to  which,  among   other things, the
Purchasers will  purchase  from  Ciba  shares  of common  stock of the  Company.
Except as otherwise expressly amended by this  Second  Amendment, the Agreement
shall remain in full force and effect.

                                                     HEXCEL CORPORATION


                                                     By: /s/ Ira J. Krakower
                                                     Name: Ira J. Krakower
                                                     Title:   Sr. Vice President



                                                                 /s/ John J. Lee
                                                                     John J. Lee