HEXCEL CORP /DE/ — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2010-01-01

Reporting Person: BERGES DAVID E (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-12	Common Stock	G	50	—	Disposed	202635	Direct
2009-11-10	Common Stock	G	100	—	Disposed	202535	Direct
2010-01-01	Common Stock	M	35989	—	Acquired	238524	Direct
2010-01-01	Common Stock	F	11631	$12.98	Disposed	226893	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-01	Restricted Stock Units	$	M	35989	Disposed		Common Stock (35989)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62839	Indirect
Common Stock	95000	Indirect

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of an underlying Performance Based Award Agreement (the "Agreement") dated January 29, 2007. The RSUs were granted based on the level of attainment of specified financial performance criteria as set forth in the Agreement, and were granted in a transaction exempt under Rule 16b.

F2: The Common Stock was withheld as payment of tax withholding required upon conversion of RSUs.

F3: On April 20, 2009, Mr. Berges contributed 125,000 shares of common stock to the Berges 2009 Grantor Retained Annuity Trust I (the "GRAT") for the benefit of himself and his children and grandchildren. On December 17, 2009, 30,000 shares of common stock were transferred from the GRAT to Mr. Berges.

F4: These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F5: The RSUs vested and converted into an equivalent number of shares of Common Stock on January 1, 2010.