Supplemental Executive Retirement Plan

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Exhibit 10.4

HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

EFFECTIVE JANUARY 1, 2002

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

TABLE OF CONTENTS

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PAGE

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PURPOSE

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ARTICLE I. Definitions................................................................................4

ARTICLE II. Eligibility................................................................................8

2.1. Selection by Committee.....................................................................8

2.2. Enrollment Requirements....................................................................8

2.3. Commencement of Participation..............................................................8

ARTICLE III. Benefits...................................................................................8

3.1. Normal Benefit.............................................................................8

3.2. Change in Control Benefit..................................................................8

3.3. Death Prior to the Commencement of Benefits................................................8

3.4. Death After the Commencement of Benefits...................................................9

3.5. Limitation on Benefits.....................................................................9

3.6. Withholding and Payroll Taxes..............................................................9

ARTICLE IV. Forms of Benefit Payment...................................................................9

4.1. Normal Forms of Benefit....................................................................9

4.2. Optional Forms of Benefit..................................................................9

4.3. Automatic Lump Sum Benefit.................................................................9

ARTICLE V. Termination, Amendment or Modification of the Plan........................................10

5.1. Termination...............................................................................10

5.2. Amendment.................................................................................10

5.3. Plan Agreement............................................................................10

5.4. Effect of Payment.........................................................................10

ARTICLE VI. Other Benefits and Agreements.............................................................10

6.1. Coordination with Other Benefits..........................................................10

ARTICLE VII. Administration of the Plan................................................................11

7.1. Committee Duties..........................................................................11

7.2. Agents....................................................................................11

7.3. Binding Effect of Decisions...............................................................11

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

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7.4. Indemnity of Committee....................................................................11

7.5. Employer Information......................................................................11

ARTICLE VIII. Claims Procedures.........................................................................11

8.1. Presentation of Claim.....................................................................11

8.2. Notification of Decision..................................................................12

8.3. Review of a Denied Claim..................................................................12

8.4. Decision on Review........................................................................13

8.5. Legal Action..............................................................................13

ARTICLE IX. Beneficiary Designation...................................................................14

9.1. Beneficiary...............................................................................14

9.2. Beneficiary Designation; Change...........................................................14

9.3. Acknowledgment............................................................................14

9.4. No Beneficiary Designation................................................................14

9.5. Doubt as to Beneficiary...................................................................14

9.6. Discharge of Obligations..................................................................14

ARTICLE X. Trust.....................................................................................15

10.1. Establishment of the Trust................................................................15

10.2. Interrelationship of the Plan and the Trust...............................................15

10.3. Distributions From the Trust..............................................................15

ARTICLE XI. Miscellaneous.............................................................................15

11.1. Status of the Plan........................................................................15

11.2. Unsecured General Creditor................................................................15

11.3. Employer's Liability......................................................................15

11.4. Nonassignability..........................................................................15

11.5. Not a Contract of Employment..............................................................16

11.6. Furnishing Information....................................................................16

11.7. Terms.....................................................................................16

11.8. Captions..................................................................................16

11.9. Governing Law.............................................................................16

11.10. Notice....................................................................................16

11.11. Successors................................................................................17

11.12. Spouse's Interest.........................................................................17

11.13. Validity..................................................................................17

11.14. Incompetent...............................................................................17

11.15. Court Order...............................................................................17

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

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11.16. Distribution in the Event of Taxation.....................................................18

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

HAYNES INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE JANUARY 1, 2002

PURPOSE

The purpose of this Plan, as hereinafter defined, is to provide

specified benefits to a select group of management and highly compensated

employees of Haynes International, Inc., a Delaware corporation, and its

subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for

tax purposes and for purposes of Title I of ERISA.

ARTICLE I.

DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from the context,

the following phrases or terms shall have the following indicated meanings:

1.1 "Actuarial Equivalent" shall mean a benefit or benefits, or a payment or

payments, which are of equal value to the benefits for which they are to

be substituted. Equivalence of value is determined from actuarial

calculations based on certain actuarial assumptions as to mortality,

interest and return of assets, which will be determined by the most

recent actuarial report of the Haynes International, Inc. Defined

Pension Benefit Plan, applied with respect to the particular Form, as

hereinafter defined, of payment under this Plan.

1.2 "Average Compensation" shall mean the average of a Participant's, as

hereinafter defined, Compensation, as hereinafter defined, for his or

her last sixty (60) full calendar months of employment with an Employer,

as hereinafter defined, (or, if the Participant has been employed for

less than sixty (60) full calendar months, the actual number of the

Participant's full calendar months of employment) prior to the

Determination Date, as hereinafter defined.

1.3 "Beneficiary" shall mean the individual designated in accordance with

Article 9 that is entitled to receive benefits under this Plan upon the

death of a Participant.

1.4 "Beneficiary Designation Form" shall mean the form established from time

to time by the Committee that a Participant completes, signs and returns

to the Committee to designate one or more Beneficiaries.

1.5 "Board" shall mean the board of directors of the Company, as hereinafter

defined.

1.6 "Change in Control" shall mean the first to occur of any of the

following events:

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

(a) Any "person" (as that term is used in Section 13 and 14(d)(2) of

the Securities Exchange Act of 1934, as amended ("Exchange

Act")) becomes the beneficial owner (as that term is used in

Section 13(d) of the Exchange Act), directly or indirectly, of

fifty percent (50%) or more of the Company's capital stock

entitled to vote in the election of directors;

(b) During any period of not more than two consecutive years, not

including any period prior to the adoption of this Plan,

individuals who, at the beginning of such period constitute the

Board, and any new director (other than a director designated by

a person who has entered into an agreement with the Company to

effect a transaction described in clause (a), (c), (d) or (e) of

this Section 1.6) whose election by the Board or nomination for

election by the Company's stockholders was approved by a vote of

at least three-fourths (3/4ths) of the directors then still in

office, who either were directors at the beginning of the period

or whose election or nomination for election was previously so

approved, cease for any reason to constitute at least a majority

thereof;

(c) The shareholders of the Company approve any consolidation or

merger of the Company, other than a consolidation or merger of

the Company in which the holders of the common stock of the

Company immediately prior to the consolidation or merger hold

more than fifty percent (50%) of the voting rights of the

surviving corporation immediately after the consolidation or

merger;

(d) The shareholders of the Company approve any plan or proposal for

the liquidation or dissolution of the Company; or

(e) The shareholders of the Company approve the sale or transfer of

all or substantially all of the assets of the Company to parties

that are not within a "controlled group of corporations" (as

defined in Code, as hereinafter defined, Section 1563) in which

the Company is a member.

1.7 "Change in Control Benefit" shall mean the benefits set forth in

Section 3.2.

1.8 "Claimant" shall have the meaning set forth in Section 8.1.

1.9 "Code" shall mean the Internal Revenue Code of 1986, as amended from

time to time.

1.10 "Committee" shall mean the Committee described in Article 7.

1.11 "Company" shall mean Haynes International, Inc., a Delaware Corporation,

and any successor to all or substantially all of the Company's assets or

business.

1.12 "Compensation" shall mean the annual base salary and bonus paid to a

Participant under any Employer's annual bonus or cash incentive plans,

but excluding commissions,

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

overtime, fringe benefits, stock options, relocation expenses,

non-monetary awards, director fees and other fees, and automobile and

other allowances (whether or not such allowances are included in the

Employee's, as hereinafter defined, gross income). Annual base salary

and bonus amounts shall be calculated before reduction for compensation

deferred pursuant to all qualified, non-qualified and Code Section 125

plans of any Employer; provided, however, that all such amounts will be

included in compensation only to the extent that had there been no such

plan, the amount would have been payable in cash to the Employee.

1.13 "Death Benefit" shall mean the benefits due, if any, to the

Participant's Beneficiary pursuant to Article 3 upon the Participant's

death.

1.14 "Determination Date" shall mean, for purposes of calculating the SERP

Benefit, as hereinafter defined, the earlier of (i) date on which a

Change in Control occurs, (ii) the date on which the Participant dies

while employed by an Employer, or (iii) the date on which the

Participant experiences a Termination of Employment, as hereinafter

defined.

1.15 "Election Form" shall mean the form established from time to time by the

Committee that a Participant completes, signs and returns to the

Committee to make an election under the Plan.

1.16 "Employee" shall mean any individual employed by an Employer.

1.17 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now

in existence or hereafter formed or acquired) that have been selected by

the Board to participate in the Plan and have adopted the Plan as a

sponsor.

1.18 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,

as it may be amended from time to time.

1.19 "Form" shall mean form of payment as described in Article 4.

1.20 "Life Annuity" shall mean a benefit that is payable monthly in the form

of an annuity for the life of the Participant and that is equal to the

Participant's SERP Benefit.

1.21 "Lump Sum" shall mean a benefit that is payable in a lump sum and that

is the Actuarial Equivalent of the Participant's SERP Benefit.

1.22 "Normal Benefit" shall mean the benefits set forth in Section 3.1.

1.23 "Participant" shall mean any Employee (i) who is selected to participate

in the Plan, (ii) who elects to participate in the Plan, (iii) who signs

a Plan Agreement and a Beneficiary Designation Form, (iv) whose signed

Plan Agreement and Beneficiary Designation Form

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

are accepted by the Committee, (v) who commences participation in the

Plan, and (vi) whose Plan Agreement has not terminated.

1.24 "Plan" shall mean the Company's Supplemental Executive Retirement Plan,

which shall be evidenced by this instrument and by each Plan Agreement,

as amended from time to time.

1.25 "Plan Agreement" shall mean a written agreement, as may be amended from

time to time, which is entered into by and between an Employer and a

Participant. Each Plan Agreement executed by a Participant shall provide

for the entire benefit to which such Participant is entitled under the

Plan; should there be more than one Plan Agreement, the Plan Agreement

bearing the latest date of acceptance by the Employer shall supercede

all previous Plan Agreements in their entirety and shall govern such

entitlement. The terms of any Plan Agreement may be different for any

Participant, and any Plan Agreement may provide additional benefits not

set forth in the Plan or limit the benefits otherwise provided under the

Plan; provided, however, that any such additional benefits or benefit

limitations must be agreed to by both the Employer and the Participant.

1.26 "SERP Benefit" shall have the meaning set forth in each Participant's

Plan Agreement.

1.27 "Term Certain and Life Annuity" shall mean a benefit that is payable

monthly in the form of an annuity for the greater of (i) ten (10) years,

or (ii) the life of the Participant, and that is the Actuarial

Equivalent of the Participant's SERP Benefit. If the Participant dies

prior to the receipt of the guaranteed monthly payments, then the

balance of the guaranteed monthly payments shall be paid to the

Participant's designated Beneficiary and shall continue until the total

guaranteed monthly payments have been made to the Participant and his or

her Beneficiary.

1.28 "Termination of Employment" or "Terminates Employment" shall mean

severance from employment with all Employers, voluntarily or

involuntarily, for any reason, including retirement or disability, but

excluding death.

1.29 "Trust" shall mean the trust, if any, established by the Company as set

forth in Article 10.

1.30 "Year(s) of Service" shall mean the total number of full years plus

whole calendar months in which a Participant has been employed by one or

more Employers, computed as of the Determination Date. For purposes of

this definition, a year of employment shall be a 365 day period (or 366

day period in the case of a leap year) that, for the first year of

employment, commences on the Employee's date of hiring and that, for any

subsequent year, commences on an anniversary of that hiring date.

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HAYNES INTERNATIONAL, INC.

Supplemental Executive Retirement Plan

PLAN DOCUMENT

ARTICLE II.

ELIGIBILITY

2.1. SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a

select group of management and highly compensated Employees of the

Employers, as determined by the Committee in its sole discretion. From

that group, the Committee shall select, in its sole discretion,

Employees to participate in the Plan.

2.2. ENROLLMENT REQUIREMENTS. As a condition to participation, each selected

Employee shall complete, execute and return to the Committee a Plan

Agreement and a Beneficiary Designation Form, all within the time period

specified by the Committee. In addition, the Committee shall establish

from time to time such other enrollment requirements as it determines in

its sole discretion are necessary.

2.3. COMMENCEMENT OF PARTICIPATION. Provided an Employee selected to

participate in the Plan has met all enrollment requirements set forth in

this Plan and required by the Committee, including returning all

required documents to the Committee within the specified time period,

t