AGREEMENT



                                  dated as of





                               October 11, 2000



                                 by and among



                              Hexcel Corporation,



                                  LXH, L.L.C.



                                      and



                                LXH II, L.L.C.





{PAGE}



                                   AGREEMENT



     AGREEMENT (this "Agreement"), dated as of October 11, 2000, by and among

Hexcel Corporation, a Delaware corporation (the "Company"), LXH, L.L.C., a

Delaware limited liability company ("LXH") and LXH II, L.L.C., a Delaware

limited liability company (together with LXH, the "Investors").



                             W I T N E S S E T H :





     WHEREAS, Ciba Specialty Chemicals Holding Inc., a corporation organized

under the laws of Switzerland ("Ciba SCH"), Ciba Specialty Chemicals Inc., a

corporation organized under the laws of Switzerland and wholly-owned

subsidiary of Ciba SCH ("Ciba SCI") and Ciba Specialty Chemicals Corporation,

a corporation organized under the laws of Delaware and wholly-owned subsidiary

of Ciba SCH (collectively with Ciba SCH and Ciba SCI, "Ciba"), own

beneficially and of record an aggregate of 18,021,748 shares of common stock,

par value $0.01 per share (the "Common Stock"), of the Company;



     WHEREAS, simultaneously herewith, the Investors and Ciba are entering

into a stock purchase agreement attached as Exhibit A hereto (the "Stock

Purchase Agreement"), pursuant to which Ciba has agreed to sell to the

Investors and the Investors have agreed to purchase from Ciba up to a number

of shares of Common Stock owned beneficially and of record by Ciba (the

"Shares") constituting not more than 39.3% of the issued and outstanding

shares of Common Stock;



     WHEREAS, certain independent directors of the board of directors of the



Company (the "Board") have approved and consented to the sale of the Shares by

Ciba to the Investors on the terms set forth in the Stock Purchase Agreement;



     WHEREAS, in connection with the transactions contemplated by the Stock

Purchase Agreement, the Company and the Investors will enter into (i) a

governance agreement in the form of Exhibit B hereto (the "Governance

Agreement") and (ii) a registration rights agreement in the form of Exhibit C

hereto (the "Registration Rights Agreement"); and



     WHEREAS, in connection with the execution by the Investors of the Stock

Purchase Agreement, the Notes (as defined in the Stock Purchase Agreement),

the Pledge Agreements (as defined in the Stock Purchase Agreement) and all

other contracts, agreements, schedules, certificates and other documents being

delivered pursuant to or in connection with the Stock Purchase Agreement or

such other documents or the transactions contemplated thereby (the "Stock

Purchase Transaction Documents"), and in order to induce the Investors and

their Affiliates to execute and deliver the Governance Agreement and the



                                     -2-



{PAGE}





Registration Rights Agreement, the Company is hereby making certain

representations and warranties and entering into certain agreements.



                  NOW, THEREFORE, in consideration of the premises and the

mutual representations, warranties, covenants and agreements set forth in this

Agreement, the parties hereto agree as follows:



                                   ARTICLE I



                             PURPOSE OF AGREEMENTS



     1.1. Purpose. The Company acknowledges and agrees that it is executing

and delivering this Agreement (i) in connection with the execution and

delivery by the Investors of the Stock Purchase Transaction Documents and the

consummation of the transactions contemplated thereby, and (ii) to induce the

Investors and their Affiliates to execute and deliver the Governance Agreement

and the Registration Rights Agreement and to consummate the transactions

contemplated thereby.



     1.2. Closing. The closing of the transactions contemplated hereby shall

take place at the offices of Fried, Frank, Harris, Shriver & Jacobson, One New

York Plaza, New York, New York 10004 simultaneously with the Closing under the

Stock Purchase Transaction Documents, or at such other place, time and/or date

as shall be mutually agreed by the Company and the Investors.



     1.3. Capitalized Terms. Capitalized terms not otherwise defined herein

shall have the meanings ascribed to such terms in Section 8.1.





                                  ARTICLE II



                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY





     The Company hereby represents and warrants to the Investors, as of the

date hereof and as of the Closing, as follows:



     2.1. Organization; Subsidiaries. (a) The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State

of Delaware and has the requisite corporate power and authority to carry on

its business as it is now being conducted. The Company is duly qualified and

licensed as a foreign corporation to do business, and is in good standing (and

has paid all relevant franchise or analogous taxes), in each jurisdiction

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