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                                                                    EXHIBIT 4.5


                           CERTIFICATE OF DESIGNATIONS

                                       OF

                                    SERIES A
                           CONVERTIBLE PREFERRED STOCK

                                       OF

                               HEXCEL CORPORATION

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

     Hexcel Corporation, a Delaware corporation (the "Corporation"), certifies
that pursuant to the authority contained in its Restated Certificate of
Incorporation (the "Certificate of Incorporation"), and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware (the "DGCL"), its Board of Directors (the "Board of Directors") has
adopted the following resolution creating a series of its Preferred Stock,
without par value, designated as Series A Convertible Preferred Stock:

     RESOLVED, that a series of authorized Preferred Stock, without par value,
of the Corporation be hereby created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

          Section 1.   Designation and Amount; Rank.

                  (a)  DESIGNATION AND AMOUNT. The shares of such series shall
be designated as the "Series A Convertible Preferred Stock" (the "Convertible
Preferred Stock") and the number of shares constituting such series shall be
125,000

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shares of Convertible Preferred Stock. Section 12 contains the definitions of
certain defined terms used herein.

                  (b)  RANK. Except as otherwise set forth herein or the Series
B Certificate of Designations, the Convertible Preferred Stock shall, with
respect to dividend distributions and distributions upon liquidation, winding-up
and dissolution, whether voluntary or involuntary, of the Corporation, whether
now or hereafter issued, rank senior to all Junior Stock and rank on parity with
all Parity Stock, including without limitation, the Series B Preferred Stock.

          Section 2.   DIVIDENDS AND DISTRIBUTIONS.

                  (a)  ENTITLEMENT; ACCRUAL; PAYMENT.

                       (i)     Commencing on the Dividend Commencement Date, the
     holders of shares of Convertible Preferred Stock shall be entitled to
     receive on each Dividend Payment Date in respect of the Dividend Period
     ending on (and including) the date immediately prior to such Dividend
     Payment Date dividends on each share of Convertible Preferred Stock at the
     rate of 6% per annum on the Accrued Value thereof from the Dividend
     Commencement Date until the earliest of (A) the date on which the
     Liquidation Preference of such share of Convertible Preferred Stock is paid
     to the holder thereof in connection with the Liquidation of the
     Corporation; (B) the date on which the Corporation redeems such share of
     Convertible Preferred Stock; (C) the date on which such share of
     Convertible Preferred Stock is converted into shares of Common Stock; (D)
     the occurrence of a Mandatory Conversion Event and (E) the date on which
     such share of Convertible Preferred Stock is otherwise acquired by the
     Corporation, provided that with respect to the Initial Dividend Period, the
     dividends set forth above shall be prorated based on the number of days in
     such period. Such dividends shall be fully cumulative and accumulate and
     accrue on a daily basis (computed on the basis of a 360-day year of twelve
     30-day months) and compound quarterly in arrears on the Dividend Payment
     Dates at the rate indicated above and in the manner set forth herein,
     whether or not

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     they have been declared and whether or not there are profits, surplus or
     other funds of the Corporation legally available for the payment of
     dividends. In no event shall dividends accrue or be payable on the
     Convertible Preferred Stock prior to the Dividend Commencement Date
     pursuant to this Section 2(a)(i).

                       (ii)    Such dividends shall, at the option of the
     Corporation, either be paid in cash or accrue and compound and be added to
     the Accrued Value on the applicable Dividend Payment Dates, PROVIDED,
     HOWEVER, that all dividends payable on any given Dividend Payment Date must
     either (i) all be paid in cash or (ii) all accrue and compound and be added
     to the Accrued Value, in each case on the Dividend Payment Date. Each such
     dividend which is payable in cash shall be payable to the holders of record
     of shares of the Convertible Preferred Stock on the Dividend Payment Date,
     as they appear on the share records of the Corporation at the close of
     business on such record dates. Any dividend that is not otherwise paid in
     cash on the applicable Dividend Payment Date (whether due to the
     Corporation's election not to pay such dividend in cash, its inability to
     pay such dividend in cash, or otherwise) shall automatically, and without
     any action on the part of the Corporation, accrue and compound and be added
     to the Accrued Value on such Dividend Payment Date.

                       (iii)   In addition to dividends payable pursuant to
     Section 2(a)(i) hereof, in the event any dividends are declared or paid or
     any other distribution is made on or with respect to the Common Stock, the
     holders of the Convertible Preferred Stock as of the record date
     established by the Board of Directors for such dividend or distribution on
     the Common Stock shall be entitled to receive as additional dividends (the
     "Additional Dividends") an amount (whether in the form of cash, securities
     or other property) equal to the amount (and in the form) of the dividends
     or distribution that such holder would have received had the Convertible
     Preferred Stock been converted into Common Stock as of the date immediately
     prior to the record date of such dividend or distribution on the Common
     Stock;

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     PROVIDED, HOWEVER, that solely for the purpose of determining the number of
     shares of Common Stock into which the Convertible Preferred Stock is then
     convertible, the Conversion Limitation (as defined in Section 7(a) below)
     shall be disregarded. Such Additional Dividends shall be payable on the
     same payment date as the payment date for the dividend on the Common Stock
     established by the Board of Directors (the "Additional Dividend Payment
     Date"); PROVIDED, HOWEVER, that if the Corporation declares and pays a
     dividend or makes a distribution on the Common Stock consisting in whole or
     in part of Common Stock (or options, rights, warrants or other securities
     convertible into or exchangeable for Common Stock), then no such dividend
     or distribution shall be payable in respect of the Convertible Preferred
     Stock on account of the portion of such dividend or distribution on the
     Common Stock payable in Common Stock and in lieu thereof the applicable
     anti-dilution adjustment in Section 7(b) below shall apply. The record date
     for any such Additional Dividends shall be the record date for the
     applicable dividend or distribution on the Common Stock, and any such
     Additional Dividends shall be payable to the holders of record of shares of
     the Convertible Preferred Stock on the applicable record date, as they
     appear on the share records of the Corporation at the close of business on
     such record date.

                  (b)  PRIORITY WITH RESPECT TO JUNIOR STOCK. Holders of shares
of Convertible Preferred Stock shall be entitled to receive the dividends
provided for in Section 2(a)(i) and 2(a)(ii) in preference to and in priority
over any dividends upon any of the Junior Stock.

          Section 3.   VOTING RIGHTS.

                  (a)  GENERAL. Except as otherwise required by law or expressly
provided herein, each holder of Convertible Preferred Stock shall have full
voting rights and powers, and shall be entitled to vote on all matters put to a
vote or consent of stockholders of the Corporation, voting together with the
holders of the Common Stock and Series B Convertible Preferred Stock as a single
class, with each holder of shares of Convertible Preferred Stock having the
number of votes equal to

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the number of shares of Common Stock into which such shares of Convertible
Preferred Stock could be converted in accordance with Section 7 hereof as of the
record date for the vote or consent which is being taken.

                  (b)  VOTING WITH RESPECT TO CERTAIN MATTERS. In addition to
any matters requiring a separate vote of the Convertible Preferred Stock under
applicable law, the Corporation shall not, without the prior consent or approval
of the holders of at least seventy percent (70%) of the issued and outstanding
shares of Convertible Preferred Stock, voting as a single class,

                       (i)      amend, alter, repeal or restate its certificate
     of incorporation, by-laws or this Certificate of Designations (whether by
     reclassification, merger, consolidation, reorganization or otherwise) in a
     manner that alters or changes, in any adverse manner, the powers,
     preferences, privileges or rights of the Convertible Preferred Stock or
     which otherwise would adversely affect the rights, privileges or
     preferences of the Convertible Preferred Stock; or

                       (ii)    authorize, issue or otherwise create any shares
     of Senior Stock, Parity Stock or additional shares of Convertible Preferred
     Stock.

          Section 4.   REDEMPTION.

                  (a)  GENERAL. Except as provided in this Section 4, the
Corporation shall have no right to redeem any shares of Convertible Preferred
Stock.

                  (b)  MANDATORY REDEMPTION.

                       (i)     On January 22, 2010 (the "Mandatory Redemption
     Date"), the Corporation shall be required to redeem (subject to the legal
     availability of funds therefor) all remaining outstanding shares of
     Convertible Preferred Stock for an amount in cash in respect of each share
     of Convertible Preferred Stock equal to such share's Liquidation Preference
     (the "Mandatory Redemption Price"). The Corporation shall take all actions
     required or permitted under the DGCL to permit such redemption of the
     Convertible

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     Preferred Stock. Notwithstanding the foregoing, if the Mandatory Redemption
     Price of each share is equal to the Participating Preference Amount (as
     such term is defined in Section 6) rather than the Adjusted Accrued Value
     of such share, the Corporation shall be entitled to pay all of the
     Mandatory Redemption Price in Common Stock valued at the Closing Price of
     the Common Stock on the Business Day immediately preceding the Mandatory
     Redemption Date; PROVIDED, HOWEVER, that each holder of shares to be
     redeemed under this Section 4(b)(i) may, in any event, elect to receive the
     Adjusted Accrued Value in cash, in lieu of a payment of the Participating
     Preference Amount in Common Stock, with respect to each share being
     redeemed hereunder.

                       (ii)    If notice has been mailed in accordance with
     Section 4(b)(iii) and provided that on or before the Mandatory Redemption
     Date, all funds necessary for such redemption shall have been set aside by
     the Corporation, separate and apart from its other funds in trust for the
     PRO RATA benefit of the holders of the shares so called for redemption, so
     as to be, and to continue to be available therefor, then, from and after
     the Mandatory Redemption Date, dividends on the shares of the Convertible
     Preferred Stock so called for redemption shall cease to accumulate, and
     said shares shall no longer be deemed to be outstanding and shall not have
     the status of shares of Convertible Preferred Stock, and all rights of the
     holders thereof as stockholders of the Corporation (except the right to
     receive from the Corporation the Mandatory Redemption Price) shall cease.
     Upon surrender, in accordance with said notice, of the certificates for any
     shares so redeemed (properly endorsed or assigned for transfer, if the
     Corporation shall so require and the notice shall so state), such shares
     shall be redeemed by the Corporation at the Mandatory Redemption Price.

                       (iii)   Notice of any redemption pursuant to this Section
     4(b) shall be sent by or on behalf of the Corporation not less than 10 nor
     more than 60 days prior to the Mandatory Redemption Date, by first class
     mail, postage prepaid, to all holders of record of

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     the Convertible Preferred Stock at their last addresses as they shall
     appear on the books of the Corporation; PROVIDED, HOWEVER, that no failure
     to give such notice or any defect therein or in the mailing thereof shall
     affect the validity of the giving of notice for the redemption of any
     shares of Convertible Preferred Stock except as to the holder to whom the
     Corporation has failed to give notice or except as to the holder to whom
     notice was defective.

                       (iv)    If at the Mandatory Redemption Date, the
     Corporation does not have sufficient capital and surplus legally available
     to redeem all the outstanding shares of the Convertible Preferred Stock,
     the Corporation shall take all measures permitted under the DGCL to
     increase the amount of its capital and surplus legally available, and the
     Corporation shall redeem as many shares of the Convertible Preferred Stock
     as it may legally redeem, ratably from the holders thereof in proportion to
     the number of shares held by them, and shall thereafter from time to time,
     as soon as it shall have funds available therefor, redeem as many shares of
     the Convertible Preferred Stock as it legally may redeem until it has
     redeemed all of the outstanding shares of the Convertible Preferred Stock.
     Shares of the Convertible Preferred Stock not redeemed on the Mandatory
     Redemption Date shall accrue dividends at a rate equal to 10% per annum of
     the Accrued Value, accruing and compounding in the manner set forth in
     Section 2(a) hereof from the Mandatory Redemption Date until such shares
     are redeemed by the Corporation in accordance with this Section 4(b) at the
     Mandatory Redemption Price. If, and so long as, any Mandatory Redemption
     Obligation with respect to shares of Convertible Preferred Stock shall not
     be fully discharged, the Corporation shall not (i) directly or indirectly,
     redeem, purchase or otherwise acquire any Parity Stock (other than in
     accordance with the Series B Certificate of Designations) or discharge any
     mandatory or optional redemption, sinking fund or other similar obligation
     in respect of any Parity Stock (other than in accordance with the Series B
     Certificate of Designations or except in connection with a redemption,
     sinking fund or other similar obligation to be satisfied pro rata with the
     Convertible Preferred Stock) or (ii) declare

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     or make any Junior Stock Distribution, or, directly or indirectly,
     discharge any mandatory or optional redemption, sinking fund or other
     similar obligation in respect of any Junior Stock.

                  (c)  REDEMPTION UPON A CHANGE OF CONTROL.

                       (i)     In the event there occurs a Change of Control,
     the Corporation shall offer to purchase from each holder all of the
     Convertible Preferred Stock held by such holder for an amount in cash in
     respect of each share of Convertible Preferred Stock held by such holder
     equal to the Liquidation Preference of such share of Convertible Preferred
     Stock, by delivery of a notice of such offer (a "Change of Control
     Redemption Offer") within ten Business Days following the Change of
     Control. In the event of a Change of Control, each holder of Convertible
     Preferred Stock shall have the right (but not the obligation) to require
     the Corporation to purchase any or all of the Convertible Preferred Stock
     held by such holder for an amount in cash in respect of each share of
     Convertible Preferred Stock held by such holder equal to the Liquidation
     Preference of such share of Convertible Preferred Stock. Notwithstanding
     the foregoing, if the redemption price of each share under this Section
     4(c) is equal to the Participating Preference Amount rather than the
     Adjusted Accrued Value of such share, the Corporation shall be entitled to
     pay all of such redemption price in Common Stock valued at the Closing
     Price of the Common Stock on the Business Day immediately preceding the
     redemption date set forth in the notice given by the Corporation pursuant
     to Section 4(c)(ii); PROVIDED, HOWEVER, that each holder of shares to be
     redeemed under this Section 4(c)(i) may, in any event, elect to receive the
     Adjusted Accrued Value in cash, in lieu of a payment of the Participating
     Preference Amount in Common Stock, with respect to each share being
     redeemed hereunder.

                       (ii)    Within ten Business Days following the occurrence
     of a Change of Control, the Corporation shall give notice by mail to each
     holder of Convertible Preferred Stock, at such holder's address as it
     appears on the transfer books of the

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     Corporation, of such event, which notice shall set forth (i) each holder's
     right to require the Corporation to redeem any or all shares of Convertible
     Preferred Stock held by such holder, (ii) the redemption date (which date
     shall be no more than 30 Business Days following the date of such mailed
     notice), (iii) that any shares of Convertible Preferred Stock not tendered
     will continue to accrue dividends as provided for in Section 2(a) hereof
     and (iv) the procedures to be followed by such holder in exercising its
     right to cause such redemption. In the event a record holder of shares of
     Convertible Preferred Stock shall elect to require the Corporation to
     redeem any or all of such holder's shares of Convertible Preferred Stock
     pursuant to this Section 4(c), such holder shall deliver within 20 Business
     Days of the mailing to it of the Corporation's notice described in this
     Section 4(c)(ii) (a "Change of Control Redemption Request"), a written
     notice to the Corporation so stating and specifying the number of such
     holder's shares to be redeemed pursuant to this Section 4(c). The
     Corporation shall, in accordance with the terms hereof, redeem the number
     of shares so specified on the date fixed for redemption. Failure of the
     Corporation to give any notice required by this Section 4(c)(ii), or the
     formal insufficiency of any such notice, shall not prejudice the rights of
     any holders of shares of Convertible Preferred Stock to cause the
     Corporation to redeem all such shares held by them. Notwithstanding the
     foregoing, the Board of Directors may modify any offer (other than with
     respect to the price to be paid in accordance with Section 4(c)(i) hereof)
     pursuant to this Section 4(c) to the extent necessary to comply with the
     Exchange Act and the rules and regulations thereunder.

                       (iii)   If upon a Change of Control, the Corporation does
     not have sufficient capital and surplus legally available to redeem all of
     the outstanding shares of the Convertible Preferred Stock that the holders
     thereof have required the Corporation redeem, the Corporation shall take
     all measures permitted under the DGCL to increase the amount of its capital
     and surplus legally available, and the Corporation shall redeem as many
     shares of the Convertible Preferred Stock as it may legally redeem, ratably
     from the holders

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     electing redemption thereof in proportion to the number of shares held by
     them, and shall thereafter from time to time, as soon as it shall have
     funds available therefor, redeem as many shares of the Convertible
     Preferred Stock held by such holders as it legally may until it has
     redeemed all of the shares of the Convertible Preferred Stock the holders
     thereof require it to redeem. Shares of the Convertible Preferred Stock not
     redeemed upon receipt of a Change of Control Redemption Request shall
     accrue dividends at a rate equal to 10% per annum of the Accrued Value
     thereof, accruing and compounding in the manner set forth in Section 2(a)
     hereof, from the date fixed by the Corporation for a Change of Control
     Redemption until such shares are redeemed by the Corporation in accordance
     with this Section 4(c). If, and so long as, any Mandatory Redemption
     Obligation with respect to shares of Convertible Preferred Stock shall not
     be fully discharged, the Corporation shall not (i) directly or indirectly,
     redeem, purchase or otherwise acquire any Parity Stock (other than in
     accordance with the Series B Certificate of Designations) or discharge any
     mandatory or optional redemption, sinking fund or other similar obligation
     in respect of any Parity Stock (other than in accordance with the Series B
     Certificate of Designations or except in connection with a redemption,
     sinking fund or other similar obligation to be satisfied pro rata with the
     Convertible Preferred Stock) or (ii) declare or make any Junior Stock
     Distribution, or, directly or indirectly, discharge any mandatory or
     optional redemption, sinking fund or other similar obligation in respect of
     any Junior Stock.

                       (iv)    Notwithstanding anything to the contrary herein,
     until the Corporation's 9-3/4% Senior Subordinated Notes due 2009 (the
     "Notes") have been repurchased or repaid or permission for such redemption
     has been granted under the Notes, the Corporation shall not effect a
     redemption pursuant to Section 4(c) hereof; provided, however, that any
     failure to effect a redemption under this Section 4(c)(iv) shall be treated
     for all intents and purposes as a failure to redeem under Section 4(c)(iii)
     above and, without limiting the generality of the foregoing, the increased
     dividend accrual rate set

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     forth in Section 4(c)(iii) above shall apply pending redemption. Any shares
     not redeemed due to the terms of this Section 4(c)(iv) shall be redeemed as
     soon as the Corporation is able to effect a redemption of such shares
     (ratably in proportion to share ownership in the event of any partial
     redemption) under the Notes.

                  (d)  In the event the Corporation does not have sufficient
capital, surplus or other funds available, or the Debt Instruments otherwise
restrict its ability, to (A) redeem all shares of Convertible Preferred Stock
entitled to a redemption pursuant to this Section 4 and (B) redeem all shares of
Series B Preferred Stock entitled to a redemption pursuant to Section 4 of the
Series B Certificate of Designations, then the Corporation shall redeem the
Convertible Preferred Stock and Series B Preferred Stock pro rata based on the
relative amounts of the redemption payments payable to the holders of such
series in the aggregate. Any shares not redeemed because the Corporation does
not have sufficient capital, surplus or other funds available, or the Debt
Instruments otherwise restrict its ability to do so, shall be redeemed as soon
as the Corporation is able to effect a redemption of such shares (ratably in
proportion to share ownership in the event of any partial redemption).

          Section 5.   REACQUIRED SHARES. Any shares of Convertible Preferred
Stock converted, redeemed, purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof, and, if necessary to provide for the lawful redemption or
purchase of such shares, the capital represented by such shares shall be reduced
in accordance with the DGCL. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock, without par value, of
the Corporation and may be reissued as part of another series of Preferred
Stock, without par value, of the Corporation.

          Section 6.   LIQUIDATION, DISSOLUTION OR WINDING UP. If the
Corporation shall adopt a plan of liquidation or of dissolution, or commence a
voluntary case under the Federal bankruptcy laws or any other applicable state
or Federal bankruptcy, insolvency or similar law (any such laws, the "Bankruptcy
Law"), or consent to the entry of an order for relief in any involuntary case
under any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Corporation or
of any substantial part of its

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property, and on account of such event the Corporation shall liquidate, dissolve
or wind up, or upon any other liquidation, dissolution or winding up of the
Corporation (any such event, a "Liquidation"), each holder shall be entitled to
receive out of assets of the Corporation available for distribution to its
stockholders, in preference to any distribution to holders of Junior Stock,
including without limitation Common Stock, an amount of cash with respect to
each share of Convertible Preferred Stock held by such holder (such amount being
such share's "Liquidation Preference") equal to the greater of (i) if measured
prior to the Dividend Commencement Date, the Stated Value, or, if measured on or
following the Dividend Commencement Date, the Adjusted Accrued Value, of such
share and (ii) the amount that would be payable to such holder in respect of
Common Stock issuable upon conversion of such share of Convertible Preferred
Stock if all outstanding shares of Convertible Preferred Stock were converted
into Common Stock immediately prior to the Liquidation in accordance with
Section 7 hereof (the amount in this clause (ii) being referred to as the
"Participating Preference Amount"); PROVIDED, HOWEVER, that solely for the
purpose of determining the number of shares of Common Stock into which the
Convertible Preferred Stock is then convertible, the Conversion Limitation shall
be disregarded; PROVIDED, FURTHER, in the event of a Liquidation that occurs due
to a voluntary or involuntary case of the Corportaion under Bankruptcy Law, if
the Liquidation Preference with respect to each share of Convertible Preferred
Stock is equal to the Participating Preference Amount, then, notwithstanding
anything to the contrary in this Certificate of Designations, each holder shall
receive, out of the assets of the Corporation available for distribution to its
stockholders, such Liquidation Preference as follows: (x) in preference to any
distribution to holders of Junior Stock, an amount of cash with respect to each
share of Convertible Preferred Stock held by such holder equal to the Adjusted
Accrued Value and (y) thereafter, the holders of Convertible Preferred Stock
shall be entitled to share in all remaining assets of the Corporation, PARI
PASSU with the holders of the Common Stock (with the holders of the Convertible
Preferred Stock deemed to hold that number of shares of Common Stock into which
Convertible Preferred Stock with a Liquidation Preference equal to the Excess
Amount could be converted) until the holders of Convertible Preferred Stock
shall have received an amount equal to the amount by which the Participating
Preference Amount exceeds the Adjusted Accrued Value (the "Excess Amount"). No
full preferential payment on account of any dissolution, winding-up or
liquidation of the Corporation shall be made to the holders of any class of
Parity Stock unless there shall likewise be paid at the same time to the

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holders of the Convertible Preferred Stock the full amounts to which such
holders are entitled with respect to such distribution. If the assets of the
Corporation are not sufficient to pay in full the liquidation payments payable
to the holders of the outstanding Convertible Preferred Stock and outstanding
shares of Parity Stock, then the holders of all such shares shall share ratably
in such distribution of assets in accordance with the full respective
preferential payments that would be payable on such shares of Convertible
Preferred Stock and such shares of Parity Stock if all amounts payable thereon
were payable in full.

          Section 7.   OPTIONAL CONVERSION. Each share of Convertible Preferred
Stock may, at the option of the holder thereof, be converted into shares of
Common Stock at any time, whether or not the Corporation has given notice of
redemption under Section 4, on the terms and conditions set forth in this
Section 7.

                  (a)  TERMS OF CONVERSION. Each share of Convertible Preferred
Stock shall be convertible at any time, and from time to time, in the manner
hereinafter set forth into a number of fully paid and nonassessable shares of
Common Stock equal to the quotient obtained by dividing the Stated Value by the
Conversion Price; PROVIDED, HOWEVER, that in no event shall shares of
Convertible Preferred Stock be convertible into Common Stock to the extent, and
at any time, that (i) such conversion would cause the holder thereof (together
with its affiliates) to have beneficial ownership (which shall have the meaning
as used in Rules 13d-3 and 13d-5 promulgated under the Exchange Act, except that
for the purposes of this Section 7(a), such meaning shall include the right to
acquire securities, whether or not such right is exercisable immediately) of
more than 39.9% of the voting power of the Corporation's outstanding voting
stock, and (ii) the Notes are outstanding and beneficial ownership by any holder
or group of holders of at least 40% of the voting power of the Corporation's
outstanding voting stock would constitute a "change of control" thereunder (the
"Conversion Limitation") (it being understood for the purposes of this Section
7(a) that any securities beneficially owned by any Berkshire/Greenbriar Investor
will be deemed to be beneficially owned by all Berkshire/Greenbriar Investors
and that any Conversion Limitation shall be applied pro rata, based on ownership
of Convertible Preferred Stock as amongst the Berkshire/Greenbriar Investors);
PROVIDED, FURTHER, any shares of Convertible Preferred Stock which are not
convertible at any time due to the Conversion

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Limitation shall remain outstanding and entitled to all of the rights and
privileges contained in this Certificate of Designations.

                  (b)  ADJUSTMENT OF CONVERSION PRICE. The Conversion Price
shall be subject to adjustment from time to time as follows:

                       (i)     In case the Corporation shall at any time or from
     time to time after the original issuance of the Convertible Preferred Stock
     declare a dividend or make a distribution on the outstanding shares of
     Common Stock or securities convertible into Common Stock, in either case,
     in shares of Common Stock, or effect a subdivision, combination,
     consolidation or reclassification of the outstanding shares of Common Stock
     into a greater or lesser number of shares of Common Stock, then, and in
     each such case, the Conversion Price in effect immediately prior to such
     event or the record date therefor, whichever is earlier, shall be adjusted
     by multiplying such Conversion Price by a fraction, the numerator of which
     is the number of shares of Common Stock that were outstanding immediately
     prior to such event and the denominator of which is the number of shares of
     Common Stock outstanding immediately after such event. An adjustment made
     pursuant to this Section 7(b)(i) shall become effective (x) in the case of
     any such dividend or distribution, immediately after the close of business
     on the record date for the determination of holders of shares of Common
     Stock entitled to receive such dividend or distribution, or (y) in the case
     of any such subdivision, reclassification, consolidation or combination, at
     the close of business on the day upon which such corporate action becomes
     effective.

                       (ii)    In case the Corporation shall at any time or from
     time to time after the original issuance of the Convertible Preferred Stock
     issue shares of Common Stock (or options, rights, warrants or other
     securities convertible into or exchangeable for shares of Common Stock) at
     a price per share (or having an exercise or conversion price per share)
     less than the Conversion Price in effect as of the Business Day immediately
     preceding such issuance of

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     Common Stock or securities, other than (x) shares of Common Stock, options
     or other securities issued under any employee or director benefit plan or
     program of the Corporation approved by the Board of Directors (or any duly
     authorized committee thereof) of the Corporation or shares of Common Stock
     issued upon the exercise thereof, (y) shares of Common Stock issuable upon
     the conversion of the Convertible Preferred Stock, the Series B Preferred
     Stock, the Corporation's 7% Convertible Subordinated Notes Due 2003 or the
     Corporation's 7% Convertible Subordinated Debentures due 2011 or (z) shares
     of Common Stock issued pursuant to Sections 4(b)(i), 4(c)(i) or 9(a) (the
     issuances under clauses (x), (y) and (z) being referred to as "Excluded
     Issuances"), then, and in each such case, the Conversion Price in effect
     immediately prior to such issuance of Common Stock or securities shall be
     reduced so as to be equal to an amount determined by multiplying such
     Conversion Price by a fraction of which the numerator shall be the sum of
     (A) the number of shares of Common Stock outstanding on a fully diluted
     basis immediately prior to such issuance and (B) the number of additional
     shares of Common Stock which the aggregate consideration for the number of
     shares of Common Stock so offered would purchase at the then Conversion
     Price per share of Common Stock, and the denominator shall be the number of
     shares of Common Stock outstanding on a fully diluted basis immediately
     after such issuance. An adjustment made pursuant to this Section 7(b)(ii)
     shall become effective (x) in the case of an offering of rights, warrants
     or options or other securities convertible into or exchangeable for Common
     Stock to all or substantially all of the holders of the Common Stock or any
     other issuance contemplated by this Section 7(b)(ii) where a record date is
     fixed for the determination of stockholders entitled to participate in such
     issuance, immediately after the close of business such record date and (y)
     in all other cases, the Business Day immediately preceding the date of
     issuance of shares of Common Stock (or options, rights, warrants or other
     securities convertible into or exchangeable for shares of Common Stock)
     contemplated by this Section 7(b)(ii).

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                       (iii)   For the purposes of any adjustment of the
     Conversion Price pursuant to paragraph (ii) of this Section 7(b), the
     following provisions shall be applicable:

                               (1)   In the case of the issuance of Common Stock
     for cash in a public offering or private placement, the aggregate
     consideration shall be deemed to be the amount of cash paid therefor before
     deducting therefrom any discounts, commissions or placement fees payable by
     the Corporation to any underwriter or placement agent in connection with
     the issuance and sale thereof.

                               (2)   In the case of the issuance of Common Stock
     for a consideration in whole or in part other than cash, the consideration
     other than cash shall be deemed to be the Fair Market Value thereof.

                               (3)   In the case of the issuance of options to
     purchase or rights to subscribe for Common Stock, securities by their terms
     convertible into or exchangeable for Common Stock, or options to purchase
     or rights to subscribe for such convertible or exchangeable securities
     (except with respect to Excluded Issuances):

                                     (A)   the aggregate maximum number of
          shares of Common Stock deliverable upon exercise of such options to
          purchase or rights to subscribe for Common Stock shall be deemed to
          have been issued at the time such options or rights were issued and
          for a consideration equal to the consideration (determined in the
          manner provided in Sections 7(b)(iii)(1) and (2) above), if any,
          received by the Corporation upon the issuance of such options or
          rights plus the exercise price provided in such options or rights for
          the Common Stock covered thereby;

                                     (B)   the aggregate maximum number of
          shares of Common Stock deliverable upon conversion of or in exchange
          for any such convertible

<Page>

          or exchangeable securities or upon the exercise of options to purchase
          or rights to subscribe for such convertible or exchangeable securities
          and subsequent conversion or exchange thereof shall be deemed to have
          been issued at the time such securities, options, or rights were
          issued and for a consideration equal to the consideration received by
          the Corporation for any such securities and related options or rights
          (excluding any cash received on account of accrued interest or accrued
          dividends), plus the additional consideration, if any, to be received
          by the Corporation upon the conversion or exchange of such securities
          or the exercise of any related options or rights (the consideration in
          each case to be determined in the manner provided above);

                                     (C)   on any increase in the number of
          shares or decrease in exercise price of Common Stock deliverable upon
          exercise of any such options or rights or conversions of or exchanges
          for such securities, other than a change resulting from the
          anti-dilution provisions thereof, the applicable Conversion Price
          shall forthwith be readjusted retroactively to give effect to such
          increase or decrease; and

                                     (D)   no further adjustment of the
          Conversion Price adjusted upon the issuance of any such options,
          rights, convertible securities or exchangeable securities shall be
          made as a result of the actual issuance of Common Stock on the
          exercise of any such rights or options or any conversion or exchange
          of any such securities.

                               (4)   All calculations of the Conversion Price
     shall be made to the nearest one one-hundredth of a cent. Anything in
     Section 7(b)(ii) to the contrary notwithstanding, in no event shall the

<Page>

     then current Conversion Price be increased as a result of any calculation
     made at any time pursuant to Section 7(b)(ii).

                               (5)   The number of shares of Common Stock at any
     time outstanding shall not include any shares of Common Stock then owned or
     held by or for the account of the Corporation.

                  (c)  REORGANIZATION, CONSOLIDATION, MERGER, ASSET SALE. In
case of any capital reorganization or reclassification of outstanding shares of
Common Stock (other than a reclassification covered by Section 7(b)), or in case
of any consolidation or merger of the Corporation with or into another Person,
or in case of any sale or conveyance to another Person of the property of the
Corporation as an entirety or substantially as an entirety (each of the
foregoing being referred to as a "Transaction"), each share of Convertible
Preferred Stock then outstanding shall thereafter be convertible into, upon
receipt of any requisite governmental approvals, in lieu of the Common Stock
issuable upon such conversion prior to the consummation of such Transaction, the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon the consummation of such Transaction by a holder of that
number of shares of Common Stock into which one share of Convertible Preferred
Stock was convertible immediately prior to the consummation of such Transaction.
In any such case, the Corporation will make appropriate provisions (as
determined in good faith by the Board of Directors) to ensure that the
provisions of Sections 2-3, 4(a), 4(c), 6-7 and 9 herein will continue to be
applicable to the Convertible Preferred Stock or any such other shares of stock
and other securities (other than Common Stock) and property deliverable upon
conversion of the shares of Convertible Preferred Stock remaining outstanding
following the Transaction. In case securities or property other than Common
Stock shall be issuable or deliverable upon conversion as aforesaid, then all
references in this Section 7 shall be deemed to apply, so far as appropriate and
as nearly as may be, to such other securities or property.

     Notwithstanding anything contained herein to the contrary, the Corporation
will not effect any Transaction unless, prior to the consummation thereof, the
Surviving Person (as defined in Section 12) thereof, if other than the
Corporation, shall assume, by written instrument mailed to each record holder of
shares of

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Convertible Preferred Stock, at such holder's address as it appears on the
transfer books of the Corporation, the obligation to deliver to such holder such
cash, property and securities to which, in accordance with the foregoing
provisions, such holder is entitled. Nothing contained in this Section 7(c)
shall limit the rights of holders of the Convertible Preferred Stock to convert
the Convertible Preferred Stock or to require the Corporation to effect a
redemption in connection with a Transaction.

                  (d)  CONVERSION PROCEDURES. The holder of any shares of
Convertible Preferred Stock may exercise its right to convert such shares into
shares of Common Stock at any time by surrendering for such purpose to the
Corporation, at its principal office or at such other office or agency
maintained by the Corporation for that purpose, a certificate or certificates
representing the shares of Convertible Preferred Stock to be converted duly
endorsed to the Corporation in blank accompanied by a written notice stating
that such holder elects to convert all or a specified whole number of such
shares in accordance with the provisions of this Section 7. The Corporation will
pay any and all documentary, stamp or similar issue or transfer tax and any
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock to the holder on conversion of the Convertible Preferred Stock
pursuant hereto. As promptly as practicable, and in any event within three
Business Days after the surrender of such certificate or certificates and the
receipt of such notice relating thereto and, if applicable, payment of all
transfer taxes (or the demonstration to the satisfaction of the Corporation that
such taxes are inapplicable), the Corporation shall deliver or cause to be
delivered (i) certificates (which shall bear legends, if appropriate) registered
in the name of such holder representing the number of validly issued, fully paid
and nonassessable full shares of Common Stock to which the holder of shares of
Convertible Preferred Stock so converted shall be entitled, (ii) if less than
the full number of shares of Convertible Preferred Stock evidenced by the
surrendered certificate or certificates are being converted, a new certificate
or certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares converted and
(iii) payment of all amounts to which a holder is entitled pursuant to Section
7(e) hereof. Such conversion shall be deemed to have been made at the close of
business on the date of receipt of such notice and of such surrender of the
certificate or certificates representing the shares of Convertible Preferred
Stock to be converted so that the rights of the holder thereof as to the shares
being converted shall cease except for the right to receive shares of Common
Stock, and the person

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entitled to receive the shares of Common Stock shall be treated for all purposes
as having become the record holder of such shares of Common Stock at such time.

                  (e)  FRACTIONAL SHARES. In connection with the conversion of
any shares of Convertible Preferred Stock pursuant to this Section 7 or Section
8, no fractions of shares of Common Stock shall be issued, but in lieu thereof
the Corporation shall pay a cash adjustment in respect of such fractional
interest (after aggregating all such shares being converted) in an amount equal
to such fractional interest multiplied by the Current Market Price per share of
Common Stock on the day on which such shares of Convertible Preferred Stock are
deemed to have been converted.

                  (f)  DIVIDENDS; DISTRIBUTIONS. In case at any time or from
time to time the Corporation shall pay any dividend or make any other
distribution to the holders of its Common Stock, or shall offer for subscription
pro rata to the holders of its Common Stock any additional shares of stock of
any class or any other right, or there shall be any capital reorganization or
reclassification of the Common Stock of the Corporation or consolidation or
merger of the Corporation with or into another corporation, or any sale or
conveyance to another corporation of the property of the Corporation as an
entirety or substantially as an entirety, or there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, then, in
any one or more of said cases the Corporation shall give at least twenty (20)
days' prior written notice to the registered holders of the Convertible
Preferred Stock at the addresses of each as shown on the books of the
Corporation of the date on which (i) the books of the corporation shall close or
a record shall be taken for such stock dividend, distribution or subscription
rights or (ii) such reorganization, reclassification, consolidation, merger,
sale or conveyance, dissolution, liquidation or winding up shall take place, as
the case may be. Such notice shall also specify the date, if known, as of which
the holders of the Common Stock and of the Convertible Preferred Stock of record
shall participate in said dividend, distribution or subscription rights or shall
be entitled to exchange their Common Stock or Convertible Preferred Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance, or participate in
such dissolution, liquidation or winding up, as the case may be.

<Page>

     The Corporation shall at all times reserve and keep available, free from
liens, charges and security interests and not subject to any pre-emptive rights,
for issuance upon conversion of the Convertible Preferred Stock, such number of
its authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Convertible
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if necessary to permit the conversion of all
outstanding shares of Convertible Preferred Stock.

          Section 8.   MANDATORY CONVERSION. Whether or not the Corporation has
given notice of a redemption pursuant to Section 4, each share of Convertible
Preferred Stock shall, immediately upon the occurrence of a Mandatory Conversion
Event, automatically convert into fully paid and non-assessable shares of Common
Stock. The number of shares of Common Stock to which a holder of Convertible
Preferred Stock shall be entitled upon such automatic conversion shall be
determined by dividing (x) the Stated Value by (y) the Conversion Price in
effect at the close of business on the Business Day immediately preceding such
date; PROVIDED, HOWEVER, that in no event shall shares of Convertible Preferred
Stock be converted into Common Stock to the extent, and at any time, the
Conversion Limitation is applicable (it being understood for the purposes of
this Section 8 that any securities beneficially owned by any
Berkshire/Greenbriar Investor will be deemed to be beneficially owned by all
Berkshire/Greenbriar Investors and that any Conversion Limitation applied under
this Section 8 shall be applied as amongst the Berkshire/Greenbriar Investors
pro rata, based on ownership of the Convertible Preferred Stock); PROVIDED,
FURTHER, any shares of Convertible Preferred Stock which are not convertible at
any time pursuant to this Section 8 due to the Conversion Limitation shall
remain outstanding and entitled to all of the rights and privileges contained in
this Certificate of Designations. Any holder's shares of Convertible Preferred
Stock not convertible pursuant to this Section 8 due to the Conversion
Limitation shall, immediately upon such time as the Conversion Limitation is no
longer applicable to such holder, automatically convert into fully-paid and
non-assessable shares of Common Stock in accordance with the formula provided
for in the immediately preceding sentence of this Section 8. Any conversion
pursuant to this Section 8 shall occur automatically and without any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Corporation or its transfer
agent. Upon the occurrence of such

<Page>

automatic conversion of the Convertible Preferred Stock, the Corporation shall
provide written notice to the holders of the Convertible Preferred Stock and the
holders of the Convertible Preferred Stock shall, a reasonable time thereafter,
surrender the certificates representing such shares at the office of the
Corporation or any transfer agent for the Convertible Preferred Stock.
Thereupon, there shall be issued and delivered to such holder promptly at such
office and in its name as shown on such surrendered certificate or certificates,
a certificate or certificates for the number of shares of Common Stock into
which the shares of Convertible Preferred Stock surrendered were convertible on
the date on which such automatic conversion occurred. All certificates
evidencing shares of Convertible Preferred Stock which are required to be
surrendered for conversion in accordance with the provisions hereof shall, from
and after the occurrence of the Mandatory Conversion Event, be deemed to have
been retired and cancelled and the shares of Convertible Preferred Stock
represented thereby converted into Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates.

          Section 9.   PAYMENT UPON CONVERSION.

                  (a)  Upon conversion of a share of Convertible Preferred Stock
pursuant to Section 7 hereof, the holder of such share shall be entitled to
receive an amount equal to such share's Conversion Payment. Any Conversion
Payment made pursuant to this Section 9(a) may be paid by the Corporation, with
respect to any such Conversion Payment, (i) all in cash or (ii) all in shares of
Common Stock, provided that (A) if the Corporation is paying in shares of Common
Stock at its option, such shares of Common Stock shall be valued at 90% of the
Closing Price on the date of such conversion and (B) if the Corporation is
paying in shares of Common Stock because it does not have available sufficient
capital, surplus or other funds available to pay, or is restricted by the Debt
Instruments from paying, such Conversion Payment in cash, such shares of Common
Stock shall be valued at 95% of the Closing Price on the date of such
conversion. With respect to shares of Convertible Preferred Stock which have
been surrendered to the Corporation on the same date in accordance with Section
7(d) hereof, each holder thereof shall be entitled to receive the same type of
consideration in payment of its Conversion Payment.

<Page>

                  (b)  Upon conversion of a share of Convertible Preferred Stock
pursuant to Section 8 hereof, the holder of such share shall be entitled to
receive an amount in cash equal to such share's Conversion Payment.

          Section 10.  REPORTS AS TO ADJUSTMENTS. Whenever the number of shares
of Common Stock into which each share of Convertible Preferred Stock is
convertible (or the number of votes to which each share of Convertible Preferred
Stock is entitled) is adjusted as provided in Section 7, the Corporation shall
promptly mail to the holders of record of the outstanding shares of Convertible
Preferred Stock at their respective addresses as the same shall appear in the
Corporation's stock records a notice stating that the number of shares of Common
Stock into which the shares of Convertible Preferred Stock are convertible has
been adjusted and setting forth the new number of shares of Common Stock (or
describing the new stock, securities, cash or other property) into which each
share of Convertible Preferred Stock is convertible, as a result of such
adjustment, a brief statement of the facts requiring such adjustment and the
computation thereof, and when such adjustment became effective.

          Section 11.  TAX MATTERS. Except as otherwise agreed to in writing by
the Corporation, holders of Convertible Preferred Stock shall provide the
Corporation, in the time and the manner prescribed by applicable law, validly
completed and executed Internal Revenue Service Forms W-9 or W-8BEN or other
applicable W-8 (each an "IRS Form"). If the Corporation determines, in its sole
discretion, that such IRS Form entitles the holder to either (x) a complete
exemption from withholding taxes or (y) a reduction of withholding taxes, with
respect to any payment to such holder pursuant to the Convertible Preferred
Stock, the Corporation shall not withhold from such payment or shall withhold
such reduced amount of withholding taxes from such payment, as the case may be.
In all other cases, the Corporation shall be entitled to withhold from any
payment to such holder of Convertible Preferred Stock with respect to such
Convertible Preferred Stock the applicable amount of any United States federal,
state, local or foreign withholding tax that the Corporation, in its sole
discretion, believes it is required to withhold pursuant to applicable law.
Notwithstanding the above or anything else in this Certificate of Designations,
the Corporation shall, unless otherwise determined after the date hereof by an
applicable taxing authority or court of competent jurisdiction, take the
position for federal, state and local income tax purposes that neither any

<Page>

accretion of the dividend under Section 2(a) of the Certificate of Designations
nor any difference between issue price and redemption price of the Convertible
Preferred Stock gives rise to a distribution taxable to holders of such stock
uunder Section 305 of the Code or the regulations thereunder, and shall file all
tax returns (including information returns, if any) consistent with that
position.

          Section 12.  DEFINITIONS.

     For the purposes of the Certificate of Designations of Convertible
Preferred Stock which embodies this resolution:

     "Accrued Value" means, with respect to a share of Convertible Preferred
Stock, the sum of (as adjusted for any split, subdivision, combination,
consolidation, recapitalization or similar event with respect to the Convertible
Preferred Stock) (i) $1,195.618 plus (ii) an amount equal to the aggregate of
all accrued but unpaid dividends (whether or not declared) on such share which
have been added to Accrued Value as provided for in Sections 2(a)(ii), 4(b)(iv),
4(c)(iii) and 4(c)(iv).

     "Adjusted Accrued Value" means an amount per share of Convertible Preferred
Stock equal to the sum of (i) the Stated Value plus (ii) an amount equal to the
aggregate of all accrued but unpaid dividends (whether or not declared) on such
share which have been added to Accrued Value as provided for in Sections
2(a)(ii), 4(b)(iv), 4(c)(iii) and 4(c)(iv) plus (iii) an amount equal to all
accrued and unpaid dividends on such share which have not been added to Accrued
Value; PROVIDED, HOWEVER, that solely for purposes for Section 4(c)(i), the
Adjusted Accrued Value component of Liquidation Preference shall mean the
product of (A) the Adjusted Accrued Value as calculated absent this proviso and
(B) 1.01.

     "affiliate" shall have the meaning set forth in Rule 12b-2 promulgated by
the Securities and Exchange Commission under the Exchange Act.

     "Berkshire/Greenbriar Investors" means any of the parties defined as an
"Investor" in the Stockholders Agreement, dated March 19, 2003, among Berkshire
Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership, Berkshire
Fund V Investment Corp., Berkshire Fund VI Investment Corp., Berkshire Investors
LLC, Greenbriar Co-Investment Partners, L.P. and Greenbriar Equity Fund, L.P.

<Page>

     "Business Day" means any day other than a Saturday, Sunday, or a day on
which commercial banks in the City of New York are authorized or obligated by
law or executive order to close.

     "Capital Stock" means (i) in the case of a corporation, capital stock, (ii)
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
person.

     "Change of Control" shall have the meaning assigned to such term in the
Senior Subordinated Note Indenture in effect as of the date hereof.

     "Closing Price" per share of Common Stock on any date shall be the closing
sale price on such day or, in case no such sale takes place on such day, the
average of the reported closing bid and asked prices, in each case on the New
York Stock Exchange, or, if such security is not listed or admitted to trading
on the New York Stock Exchange, on the principal national securities exchange or
quotation system on which such security is quoted or listed or admitted to
trading, or, if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, the average of the closing bid and
asked prices of such security on the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a
similarly generally accepted reporting service, or if not so available, in such
manner as furnished by any New York Stock Exchange member firm selected from
time to time by the Board of Directors for that purpose or a price determined in
good faith by the Board of Directors.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation.

     "Conversion Payment" means (i) an amount equal to the aggregate of all
accrued but unpaid dividends (whether or not declared) on such share which have
been added to Accrued Value as provided for in Section 2(a)(ii) prior to the
occurrence of a Dividend Accrual Event plus (ii) an amount equal to all accrued
and unpaid dividends on such share which have not been added to Accrued Value
prior

<Page>

to the occurrence of a Dividend Accrual Event.

     "Conversion Price" shall be equal to the Initial Conversion Price, subject
to adjustment as provided in Section 7(b).

     "Current Market Price" per share of Common Stock on any date shall be the
average of the Closing Prices of a share of Common Stock for the five
consecutive Trading Days selected by the Corporation commencing not less than 10
Trading Days nor more than 20 Trading Days before the date in question. If on
any such Trading Day the Common Stock is not quoted by any organization referred
to in the definition of Closing Price, the Current Market Price of the Common
Stock on such day shall be determined in good faith by the Board of Directors.

     "Debt Instruments" shall mean (i) Hexcel's Second Amended and Restated
Credit Agreement, dated as of September 15, 1998, as amended from time to time,
or any replacement thereof and (ii) the Senior Subordinated Indenture.

     "Dividend Accrual Event" shall occur if the Closing Price per share of
Common Stock over any sixty (60) consecutive Trading Days exceeds an amount per
share equal to 200% of the Initial Conversion Price; provided that the 60th
consecutive Trading Day is a date that is later than the three year anniversary
of the Issuance Date.

     "Dividend Commencement Date" shall mean the date that is the three year
anniversary of the Issuance Date.

     "Dividend Payment Date" means each of January 15, April 15, July 15 and
October 15, except that if such date is not a Business Day then the Dividend
Payment Date shall be the next day that is a Business Day.

     "Dividend Period" means the Initial Dividend Period and, thereafter, each
quarterly period from a Dividend Payment Date to the next following Dividend
Payment Date (but without including such later Dividend Payment Date).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended and
the rules and regulations promulgated thereunder.

<Page>

     "Fair Market Value" with respect to any property shall mean the value
assigned in good faith to such property by the Board of Directors.

     "GAAP" means United States generally accepted accounting principles.

     "Indenture Change of Control" shall have the meaning assigned to the term
"Change of Control" in the Senior Subordinated Note Indenture.

     "Initial Conversion Price" means $3.00 (as adjusted for any split,
subdivision, combination, consolidation or reclassification of the Common
Stock).

     "Initial Dividend Period" means the dividend period commencing on the
Dividend Commencement Date and ending on the first Dividend Payment Date to
occur thereafter (but without including such Dividend Payment Date).

     "Issuance Date" means the original date of issuance of the Convertible
Preferred Stock.

      "Junior Stock" means the Common Stock of the Corporation and each other
class of Capital Stock of the Corporation or series of Preferred Stock of the
Corporation currently existing or established hereafter (other than the Series B
Preferred Stock) unless such class of Capital Stock or series of Preferred Stock
is issued and established after the date of this Certificate of Designations and
expressly provides that such class or series will rank on parity with (together
with the Series B Preferred Stock, the "Parity Stock") or senior to ("Senior
Stock") the Convertible Preferred Stock as to dividend rights and rights on
liquidation, winding up and dissolution.

     "Junior Stock Distribution" means the declaration or payment or setting
apart for payment of any dividends (other than dividends or distributions paid
in shares of, or options, warrants or rights to subscribe for or purchase shares
of, Junior Stock) or other distribution declared or made upon Junior Stock, or
the redemption, repurchase or other acquisition of any Junior Stock.

     "Liquidation Preference" has the meaning set forth in Section 6 above.

     "Mandatory Conversion Event" shall occur if the Closing Price per share of
Common Stock over any sixty (60) consecutive Trading Days exceeds an amount per

<Page>

share equal to 300% of the Initial Conversion Price; provided that the 60th
consecutive Trading Day is a date that is later than the three year anniversary
of the Issuance Date.

     "Mandatory Redemption Obligation" means any redemption obligation of the
Corporation pursuant to Sections 4(b) or 4(c) hereof.

     "Person" means an individual, partnership, corporation, limited liability
company or partnership, unincorporated organization, trust or joint venture, or
a governmental agency or political subdivision thereof, or other entity of any
kind.

     "Senior Subordinated Note Indenture" means the Indenture, dated January 21,
1999, between the Corporation and The Bank of New York, as trustee, relating to
the issuance of the Corporation's 9-3/4% Senior Subordinated Notes due 2009.

     "Series B Certificate of Designations" means the Certificate of
Designations governing the Series B Preferred Stock.

     "Series B Liquidation Preference" shall have the meaning assigned to
"Liquidation Preference" in the Series B Certificate of Designations.

     "Series B Preferred Stock" means the Corporation's Series B Convertible
Preferred Stock, without par value.

     "Stated Value" means, with respect to a share of Convertible Preferred
Stock, $1,000 (as adjusted for any split, subdivision, combination,
consolidation, recapitalization or similar event with respect to the Convertible
Preferred Stock).

     "Subsidiary" of any Person means any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by such Person.

     "Surviving Person" means the continuing or surviving Person of a merger,
consolidation or other corporate combination, the Person receiving a transfer of
all or a substantial part of the properties and assets of the Corporation, or
the Person consolidating with or merging into the Corporation in a merger,
consolidation or other corporate combination in which the Corporation is the
continuing or surviving

<Page>

Person, but in connection with which the Convertible Preferred Stock or Common
Stock of the Corporation is exchanged, converted or reinstated into the
securities of any other Person or cash or any other property; PROVIDED, HOWEVER,
if such Surviving Person is a direct or indirect Subsidiary of a Person, the
parent entity shall be deemed to be a Surviving Person.

     "Trading Day" means a day on which the principal national securities
exchange on which the Common Stock is quoted, listed or admitted to trading is
open for the transaction of business or, if the Common Stock is not quoted,
listed or admitted to trading on any national securities exchange (or the Nasdaq
Stock Market), any Business Day.

<Page>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations of Convertible Preferred Stock to be duly executed this 19th day of
March, 2003.

                               HEXCEL CORPORATION


                               By: /s/ Stephen C. Forsyth
                                   ------------------------------
                               Name:  Stephen C. Forsyth
                               Title: Executive Vice President
                                      and Chief Financial Officer