FIRST AMENDMENT AGREEMENT





                  FIRST AMENDMENT AGREEMENT (this "AMENDMENT"), dated as of

August 7, 2002, by and among J. H. WHITNEY MEZZANINE FUND, L.P. ("WMF"), a

Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND I, L.P. ("ALBION

I"), a Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND II, L.P.

("ALBION II"), a Delaware limited partnership, THE EQUITABLE LIFE ASSURANCE

SOCIETY OF THE UNITED STATES ("EQUITABLE"), a New York corporation, FLEET

CORPORATE FINANCE, INC. ("FLEET"), a Massachusetts corporation, and CITIZENS

CAPITAL, INC. ("CITIZENS"; and together with WMF, Albion I, Albion II, Equitable

and Fleet, the "PURCHASERS" and, individually, a "PURCHASER"), a Massachusetts

corporation, and TRANSTECHNOLOGY CORPORATION (the "COMPANY"), a Delaware

corporation, to the Securities Purchase Agreement, dated as of August 29, 2000,

by and among the Purchasers and the Company (the "ORIGINAL AGREEMENT").





                              W I T N E S S E T H:





                  WHEREAS, the Purchasers and the Company entered into the

Original Agreement pursuant to which, among other things, the Purchasers

purchased from the Company subordinated promissory notes, due August 29, 2005,

in the aggregate principal amount of $75,000,000 and warrants to purchase

427,602 shares of common stock, par value $.01 per share, of the Company; and





                  WHEREAS, the Company proposes to refinance its existing senior

indebtedness (such existing senior indebtedness being referred to as the "OLD

SENIOR DEBT", and such new indebtedness being referred to as the "NEW SENIOR

DEBT") and in connection therewith the Company has requested that the Purchasers

agree to amend certain provisions of the Original Agreement as hereinafter set

forth; and





                  WHEREAS, the Purchasers are willing to consent to the

requested amendments, subject to the terms and conditions set forth in this

Amendment (the Original Agreement as amended by this Amendment is hereinafter

referred to as the "AGREEMENT").





                  NOW THEREFORE, in consideration of the premises set forth

herein and for other good and valuable consideration, the sufficiency and

receipt of which is hereby acknowledged, the Purchasers and the Company agree as

follows:









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                                    ARTICLE 1



                                   DEFINITIONS





         1.1      ORIGINAL AGREEMENT DEFINITIONS.



                  (a) All capitalized terms used in this Amendment but not

defined shall have the meanings given to them in the Original Agreement. In the

event of a conflict between the definitions contained in this Amendment and

those contained in the Original Agreement, the definitions contained herein

shall prevail.



                  (b) The definition of "ALBION/EQUITABLE NOTES" shall be

amended to read in its entirety as follows:



                           "ALBION/EQUITABLE NOTES" shall mean the Notes issued

                  to Albion I, Albion II and Equitable.



                  (c) The definition of "NOTES" shall be amended to read in its

entirety as follows:



                           "NOTES" shall mean the Amended and Restated Senior

                  Subordinated Promissory Notes of the Company dated August 7,

                  2002 issued to the Purchasers in exchange for the Notes in the

                  aggregate principal amount of $80,283,757.59 and shall include

                  all payment-in-kind promissory notes issued by the Company as

                  contemplated therein or in payment of fees to any Purchaser.



                  (d) The definition of "SENIOR CREDIT AGREEMENT" shall be

amended to read in its entirety as follows:



                           "SENIOR CREDIT AGREEMENT" shall mean individually and

                  collectively (i) the Financing Agreement dated as of August 7,

                  2002 by and among The CIT Group/Business Credit, Inc. and the

                  Company, Norco, Inc. and TCR Corporation (the "CIT FINANCING

                  AGREEMENT"), and (ii) the Financing Agreement dated as of

                  August 7, 2002 by and among the Company, Norco, Inc. TCR

                  Corporation, the lenders from time to time party thereto, and

                  Ableco Finance LLC, as Agent, as such agreements may be

                  amended, restated, supplemented or otherwise modified from

                  time to time.



                  (e) The definition of "SUBORDINATION AGREEMENT" shall be

amended to read in its entirety as follows:



                           "SUBORDINATION AGREEMENT" shall mean the

                  Intercreditor and Subordination Agreement dated as of August

                  7, 2002, by and among The CIT Group/Business Credit, Inc.,

                  Ableco Finance LLC (for itself and as





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                  agent), the Company and certain of the Company's Subsidiaries

                  and the Purchasers.



                  (f) The following definition shall be inserted in alphabetical

order:



                           "TTGB RESTRUCTURING" shall mean the restructuring of

                  the business of the Company and its Subsidiaries effective

                  July 17, 2002, which resulted in the complete separation of

                  the operations of TransTechnology (GB) Limited and its

                  Subsidiaries (the "TTGB ENTITIES") from the operations and

                  financial results of the Company and its other Subsidiaries

                  (the "TTGB RESTRUCTURING").



                  (g) The definition of "WARRANTS" shall be amended to read in

its entirety as follows:



                           "WARRANTS" shall mean the amended and restated

                  warrants issued to the Purchasers in exchange for the warrants

                  referred to in the Whereas clause hereof.



                  (h) The definition of "WMF NOTE" shall be amended to read in

its entirety as follows:



                           "WMF NOTE" shall mean the Note issued to WMF.



                                    ARTICLE 2



                                 LIMITED WAIVER

                                 --------------





                  Subject to the conditions set forth herein, the Purchasers

hereby waive the existing Events of Default under Sections 9.1, 9.6 and 9.8 of

the Original Agreement solely to the extent occurring as of or prior to the date

hereof; provided that such waivers shall be limited precisely as written and

shall not be deemed or otherwise construed to constitute a waiver of any other

default or Event of Default or to prejudice any right, power or remedy which the

Purchasers, may now have or may have in the future under or in connection with

the Original Agreement (after giving effect to this Amendment) or the Notes all

of which rights, powers and remedies are hereby expressly reserved by the

Purchasers.



                                    ARTICLE 3



                        AMENDMENTS TO ORIGINAL AGREEMENT





         3.1 AMENDMENT TO THE NOTES. Each Note shall be amended to increase the

Interest Rate (as defined in the Notes) commencing December 31, 2002, from

16.00% to 18.00%, and in connection therewith to increase the PIK Interest Rate

(as defined in the Notes) from 3.00% per annum to 5.00% per annum. In addition,

the PIK Interest Rate will increase by .25% effective each Interest Payment Date

commencing on March 31, 2003. There shall be no change in the calculation or

payment of Basic Interest (as defined in the Notes). In order to accomplish the

foregoing, each Purchaser will surrender the Note and any PIK Notes issued in

respect thereof now held by such Purchaser for cancellation in exchange for the

issuance by the Company to





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such Purchaser of an Amended and Restated Senior Subordinated Promissory Note

(each an "AMENDED AND RESTATED NOTE"), in the form attached hereto as EXHIBIT I,

in the principal amount equal to the aggregate principal amount of the Note and

PIK Interest accrued through the date hereof on the Note now held by such

Purchaser.





         3.2 AMENDMENT TO THE WARRANTS. Each Warrant shall be amended to (i) fix

the Purchase Price (as defined in the Warrant) in the event of a reorganization,

redistribution, merger or sale of assets occurring prior to December 31, 2002,

and to reduce the Purchase Price on December 31, 2002, and (ii) add a put right

in favor of the Holder thereunder in certain circumstances. In order to

accomplish the foregoing, each Purchaser will surrender the Warrants now held by

such Purchaser for cancellation in exchange for the issuance by the Company to

such Purchaser of an Amended and Restated Warrant (the "AMENDED AND RESTATED

WARRANT") in the form attached hereto as EXHIBIT II entitling the Purchaser to

purchase upon exercise thereof, the same number of shares of Common Stock as

provided for in the Warrant now held by such Purchaser.



         3.3 AMENDMENT TO SECTION 8.1. Section 8.1 of the Original Agreement is

hereby amended to add a new subsection (o) to read in its entirety as follows:



                           (o) REPORTS PURSUANT TO SENIOR CREDIT DOCUMENTS. The

                  Company shall deliver to Purchasers a copy of each financial

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