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     This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement"), dated as

of August ___, 2000, among (i) FLEET NATIONAL BANK, a national banking

association, as administrative agent (in such capacity, the "Administrative

Agent") for the Lenders (as hereinafter defined), (ii) TRANSTECHNOLOGY

CORPORATION, a Delaware corporation (the "Company"), and (iii) each of J.H.

WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership ("WMF"), ALBION

ALLIANCE MEZZANINE FUND I, L.P., a Delaware limited partnership ("Albion I"),

ALBION ALLIANCE MEZZANINE FUND II, L.P., a Delaware limited partnership ("Albion

II"), THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York

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

corporation ("FCFI"), and CITIZENS CAPITAL, INC. ("Citizens"; and together with

WMF, Albion I, Albion II, Equitable and FCFI, the "Purchasers" and,

individually, a "Purchaser").



     WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated

as of June 30, 1995, as amended and restated as of July 24, 1998 and as further

amended and restated as of August 31, 1999 (as amended and in effect from time

to time, including any replacement agreement therefor, the "Credit Agreement"),

among the lending institutions party thereto (the "Lenders" and, individually, a

"Lender"), the Agents thereunder, the Company and certain Subsidiaries of the

Company (together, the "Borrowers"), the Lenders have agreed, upon the terms and

subject to the conditions contained therein, to make loans and otherwise to

extend credit to the Borrowers; and



     WHEREAS, the Purchasers have agreed to extend credit to the Company

pursuant to a Securities Purchase Agreement, dated as of August 29, 2000 (as

amended as permitted herein and in effect from time to time, the "Subordinated

Agreement"), between the Purchasers and the Company; and



     WHEREAS, it is a condition precedent to the effectiveness of the Lenders'

consent to the Company's entering into the Subordinated Agreement and incurring

the indebtedness thereunder that the Company and the Purchasers enter into this

Agreement with the Administrative Agent;



     NOW, THEREFORE, in consideration of the foregoing, the mutual agreements

herein contained and other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the Administrative Agent, each of the

Purchasers severally (and not jointly), and to the extent set forth herein the

Company, hereby agree, intending to be legally bound, as follows:





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     1.  DEFINITIONS. Terms not otherwise defined herein have the same

respective meanings given to them in the Credit Agreement as in effect on the

date hereof. In addition, the following terms shall have the following meanings:



     ADMINISTRATIVE AGENT. As defined in the preamble hereto and shall include

any replacement or successor Administrative Agent under the Credit Agreement.



     AGREEMENT. This Intercreditor and Subordination Agreement.



     COMPANY. As defined in the preamble hereto; PROVIDED that "Company" as used

herein includes the Company as debtor, and the estate of the Company as debtor,

under the federal Bankruptcy Code as well as any permitted post-confirmation

successor to such debtor under Chapter 11 of the federal Bankruptcy Code.



     CREDIT DOCUMENTS. Collectively, the Credit Agreement and the Subordinated

Agreement.



     INSOLVENCY PROCEEDING. A case or proceeding, voluntary or involuntary, for

the distribution, division or application of all or part of the assets of the

Company or any of its Subsidiaries or the proceeds thereof, whether such case or

proceeding be for the liquidation, dissolution or winding up of the Company or

any of its Subsidiaries or their business, a receivership, insolvency or

bankruptcy case or proceeding, an assignment for the benefit of creditors or a

proceeding by or against the Company or any of its Subsidiaries for relief under

the federal Bankruptcy Code or any other bankruptcy, reorganization or

insolvency law or any other law relating to the relief of debtors, readjustment

of indebtedness, reorganization, arrangement, composition or extension or

marshalling of assets or otherwise.



     LENDERS. As defined in the preamble hereto, together with their respective

successors and assigns, and shall include any replacement or successive lenders

under the Credit Agreement.



     SENIOR DEBT. All principal, interest, fees, costs, enforcement expenses

(including reasonable legal fees and disbursements), collateral protection

expenses and other reimbursement or indemnity obligations created or evidenced

by the Credit Agreement or any of the other Senior Loan Documents or any other

document, instrument or agreement executed in connection therewith or any prior,

concurrent or subsequent notes, instruments or agreements of indebtedness,

liabilities or obligations of any type or form whatsoever relating thereto in

favor of the Administrative Agent or any of the Lenders. It is expressly

acknowledged and agreed that the amount of Senior Debt may be increased, the

term thereof may be extended or shortened, and the provisions thereof may be

amended, modified, replaced or restated in any respect, including without

limitation, amendments, modifications, restatements or replacements after the

commencement of an Insolvency Proceeding PROVIDED, HOWEVER, that in no event

shall (i) the principal amount of the Senior Debt, as at any date of

determination, exceed $260,000,000 MINUS, as to any term loan, all payments of

principal on such term loan paid by the Borrowers between the date hereof and

such date of determination





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and, as to any revolving credit loan, the aggregate amount of all permanent

reductions of commitments to provide such revolving credit loan between the date

hereof and such date of determination, (ii) the highest Applicable Margin

included in calculating interest rates on the Senior Debt be increased by more

than 150 basis points above the highest such Applicable Margin as at the date

hereof (it being understood that the imposition of a default rate of interest in

the amount and under such circumstances as are contained in the Senior Loan

Documents as in effect on the date hereof shall not be restricted by this clause

(ii)), (iii) the final scheduled maturity of the Senior Debt be extended beyond

February 28, 2005, (iv) the weighted averaged maturity of regularly scheduled

payments of principal on the Senior Debt as at the date hereof be accelerated

(it being understood that the acceleration of the entire Senior Debt in

accordance with and under such circumstances as are contained in the Senior Loan

Documents shall not be restricted by this clause (iv)), or (v) any covenant or

event of default under the Credit Agreement be added or made more restrictive

other than pursuant to a modification or supplement substantially identical to a

modification or supplement then made in the Subordinated Documents. Senior Debt

shall expressly include any and all interest accruing and out-of-pocket costs or

expenses incurred after the date of any filing by or against the Company or any

of its Subsidiaries of any Insolvency Proceeding regardless of whether a claim

therefor is allowed or allowable in the case or proceeding relating thereto.



     SENIOR LOAN DOCUMENTS. The "Loan Documents", as defined in the Credit

Agreement, or any like term of the same meaning contained in any other Credit

Agreement.



     SUBORDINATED DEBT. All principal, interest, fees, costs, enforcement

expenses (including legal fees and disbursements), collateral protection

expenses and other reimbursement and indemnity obligations created or evidenced

by the Subordinated Agreement or any prior, concurrent or subsequent notes,

instruments or agreements of indebtedness, liabilities or obligations of any

type or form whatsoever relating thereto in favor of the Purchasers or any

subsequent assignee.



     SUBORDINATED DEFAULT. An "Event of Default" as defined in the Subordinated

Agreement or the Subordinated Notes, or a default or event of default under any

of the other Subordinated Documents.



     SUBORDINATED DEFAULT NOTICE. A written notice from the Purchasers to the

Administrative Agent pursuant to which the Administrative Agent is notified of

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