AMENDMENT  NO. 1 TO THE RIGHTS  AGREEMENT  DATED AS OF  OCTOBER 4, 1995  BETWEEN
TRANSPORTATION  TECHNOLOGIES  INDUSTRIES,  INC. AND BANKBOSTON,  N.A., AS RIGHTS
AGENT



         AMENDMENT NO. 1 DATED AS OF JANUARY 28, 2000,  TO THE RIGHTS  AGREEMENT
(THE  "RIGHTS  AGREEMENT")  dated as of October 4, 1995  between  Transportation
Technologies  Industries,  Inc.,  a  Delaware  corporation  (formerly  known  AS
JOHNSTOWN  AMERICA  INDUSTRIES,  INC., THE "COMPANY"),  and BankBoston,  N.A., a
national  banking  association   (FORMERLY   BANCBOSTON  STATE  STREET  INVESTOR
SERVICES, L.P., THE "RIGHTS AGENT").

                                   WITNESSETH

         WHEREAS,  the Company and the Rights Agent have previously entered into
the Rights Agreement;

         WHEREAS,  IT IS PROPOSED  THAT THE COMPANY  ENTER INTO AN AGREEMENT AND
PLAN OF MERGER (THE "MERGER AGREEMENT") dated as of January 28, 2000 between the
Company  and  Transportation   Acquisition  I  Corp.,  a  Delaware   CORPORATION
("ACQUISITION");

         WHEREAS,  the Merger Agreement provides that a business  combination of
the Company  and  Acquisition  will BE  EFFECTED IN TWO STEPS:  (I) A JOINT CASH
TENDER OFFER (THE "OFFER") by the Company and  Acquisition for all of the issued
and  outstanding  shares of common  stock,  par value  $0.01 per  share,  of the
Company, followed by (ii) a MERGER OF ACQUISITION WITH AND INTO THE COMPANY (THE
"MERGER"); and

         WHEREAS,  pursuant to Section 26 of the Rights Agreement,  the Board of
Directors  of the  Company  has  determined  that  an  amendment  to the  Rights
Agreement as set forth herein is necessary and desirable in order to reflect the
foregoing,  and the  Company  and the  Rights  Agent  desire  to  evidence  such
amendment in writing.

         NOW, THEREFORE, the parties hereto agree as follows:

Section 1.  Definitions Generally.
Capitalized  terms not  otherwise  defined  herein  shall  have the  definitions
assigned to them in the Rights Agreement.

Section 2.  Effectiveness.
This  Amendment  shall be deemed  effective  as of January 28,  2000.  Except as
amended hereby,  the Rights  Agreement shall remain in full force and effect and
shall otherwise remain unaffected hereby.

Section 3.  Amendments.
(a)Section 1(a) of the Rights Agreement is amended to add the following sentence
at the end thereof:

                  "Notwithstanding  anything in this  Agreement to the contrary,
         none of Acquisition or the Participants (as such term is defined in the
         Merger Agreement),  individually or collectively, shall be deemed to be
         an  Acquiring  Person  solely  as a  result  of (i)  the  announcement,
         approval,  execution  or  delivery  of the Merger  Agreement,  (ii) the
         commencement  of the Offer,  (iii) the acceptance for payment of Common
         Shares in the  Offer,  (iv) the  consummation  of the Merger or (v) the
         consummation  of the  other  transactions  contemplated  by the  Merger
         Agreement."


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         (b)  Section  1(l)  of the  Rights  Agreement  is  amended  to add  the
      following sentence at the end thereof:

                  "Notwithstanding anything in this Agreement to the contrary, a
         Stock Acquisition Date shall not be deemed to have occurred solely as a
         result of (i) the announcement,  approval, execution or delivery of the
         Merger  Agreement,  (ii)  the  commencement  of the  Offer,  (iii)  the
         acceptance  for  payment  of  Common  Shares  in the  Offer,  (iv)  the
         consummation of the Merger or (v) the  consummation of any of the other
         transactions contemplated by the Merger Agreement."

         (c)  Section  1(n)  of the  Rights  Agreement  is  amended  to add  the
      following at the end thereof:

                  "Notwithstanding anything in this Agreement to the contrary, a
         Triggering  Event  shall  not be deemed  to have  occurred  solely as a
         result of (i) the announcement,  approval, execution or delivery of the
         Merger  Agreement,  (ii)  the  commencement  of the  Offer,  (iii)  the
         acceptance  for  payment  of  Common  Shares  in the  Offer,  (iv)  the
         consummation of the Merger or (v) the  consummation of any of the other
         transactions contemplated by the Merger Agreement."

         (d) Section 1 of the Rights  Agreement is amended to add the  following
       at the end thereof:

                  "ACQUISITION"  means  Transportation  Acquisition  I Corp.,  a
         Delaware corporation.

         "MERGER" means the "Merger" as defined in the Merger Agreement.

                  "MERGER  AGREEMENT"  means  the  Agreement  and Plan of Merger
         dated as of January 28, 2000  between the Company and  Acquisition,  as
         amended from time to time.

                           "OFFER"  means the  "Offer"  as defined in the Merger
         Agreement.

         (e) Section 2 of the Rights  Agreement is amended by deleting the final
       sentence thereof and inserting in lieu thereof the following:

                           "The  Company  may  from  time to time  appoint  such
                  Co-Rights  Agents as it may deem necessary or desirable,  upon
                  ten (10) days' prior written  notice to the Rights Agent.  The
                  Rights Agent shall have no duty to supervise,  and shall in no
                  event  be  liable  for,  the  acts  or  omission  of any  such
                  Co-Rights Agent."

         (f)  Section  3(a)  of the  Rights  Agreement  is  amended  to add  the
       following sentence at the end thereof:

                  "Notwithstanding anything in this Agreement to the contrary, a
         Distribution  Date  shall not be deemed  to have  occurred  solely as a
         result of (i) the announcement,  approval, execution or delivery of the
         Merger  Agreement,  (ii)  the  commencement  of the  Offer,  (iii)  the
         acceptance  for  payment  of  Common  Shares  in the  Offer,  (iv)  the
         consummation of the Merger or (v) the  consummation of any of the other
         transactions contemplated by the Merger Agreement."

         (g) Subsection 7(a) of the Rights  Agreement is amended and restated to
       read as follows:

                  "(a) Subject to Section 7(e) hereof,  the registered holder of
         any  Rights  Certificate  may  exercise  the Rights  evidenced  thereby
         (except as otherwise provided herein including, without limitation, the
         restrictions  on  exercisability  set forth in  Section  9(c),  Section
         11(a)(iii)  and Section  23(a)  hereof) in whole or in part at any time
         after the Distribution  Date upon surrender of the Rights  Certificate,
         with  the form of  election  to  purchase  and the  certificate  on the
         reverse side thereof duly  executed,  to the Rights Agent at the office
         or offices of the Rights Agent  designated  for such purpose,  together
         with payment of the aggregate  Purchase Price with respect to the total
         number of one one-thousandths of a share (or other securities,  cash or
         other assets,  as the case may be) as to which such surrendered  Rights
         are then  exercisable,  at or prior to the earliest of (i) the close of
         business ON OCTOBER 4, 2005 (THE  "FINAL  EXPIRATION  DATE"),  (ii) the
         time at which the Rights are  redeemed as PROVIDED IN SECTION 23 HEREOF
         (THE  "REDEMPTION  DATE") or (iii)  the  effective  time of the  Merger
         pursuant TO THE MERGER  AGREEMENT  (THE EARLIEST OF (I), (II) AND (III)
         BEING REFERRED TO AS THE "EXPIRATION Date")."

         (h) Section 13 of the Rights  Agreement is amended to add the following
       sentence at the end thereof:

                  "Notwithstanding  anything in this  Agreement to the contrary,
         (i) the  announcement,  approval,  execution  or delivery of the Merger
         Agreement, (ii) the commencement of the Offer, (iii) the acceptance for
         payment of Common  Shares in the Offer,  (iv) the  consummation  of the
         Merger or (v) the consummation of the other  transactions  contemplated
         in the Merger Agreement shall not be deemed to be an event described in
         this  Section  13 and  shall not cause  the  rights to be  adjusted  or
         exercisable in accordance with this Section 13."

         (i) Section  18(a) of the Rights  Agreement  is amended by deleting the
       second  sentence  thereof in its entirety and inserting in lieu thereof
       the following:

                           "The  Company  also  agrees to  indemnify  the Rights
                  Agent  for,  and  to  hold  it  harmless  against,  any  loss,
                  liability, or expense, incurred without gross negligence,  bad
                  faith or willful  misconduct  on the part of the Rights Agent,
                  for anything done or omitted by the Rights Agent in connection
                  with the  acceptance  and  administration  of this  Agreement,
                  including  the costs and  expenses  of  defending  against any
                  claim of liability in the premises."

         (j) Section  20(c) of the Rights  Agreement is amended by deleting such
       Section  20(c)  in its  entirety  and  inserting  in lieu  thereof  the
       following:

                           "(c) The Rights Agent shall be liable  hereunder only
                  for  its  own  gross   negligence,   bad   faith  or   willful
                  misconduct."

         (k) Section 25 of the Rights  Agreement is amended by deleting the name
       and address of the Rights Agent in its  entirety and  inserting in lieu
       thereof the following:


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                           "BankBoston, N.A
                           Equiserve Limited Partnership
                           150 Royall Street
                           Canton, MA   02021
                           Attn: Client Administration"

Section  4.  Severability.
If any term,  provision,  covenant or restriction of this Amendment is held by a
court of  competent  jurisdiction  or other  authority  to be  invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Amendment  shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

Section 5.  Governing Law.
This Amendment  shall be deemed to be a contract made under the laws of Delaware
and for all purposes shall be governed by and construed in accordance  with such
laws  applicable  to contracts  to be made and  performed  entirely  within such
jurisdiction.

Section 6.  Counterparts.
This  Amendment may be executed in any number of  counterparts  and each of such
counterparts  shall for all purposes be deemed to be an  original,  and all such
counterparts shall together constitute one and the same instrument.

Section 7. Descriptive Headings.
The captions  herein are  included for  convenience  of reference  only,  do not
constitute a part of this Amendment and shall be ignored in the construction and
interpretation hereof.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.


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ATTEST:                                     TRANSPORTATION TECHNOLOGIES
                                               INDUSTRIES, INC.



By: _________________________               By: __________________________
      Name:                                             Name:
      Title:                                            Title:





<PAGE>




ATTEST:                                     BANKBOSTON, N.A.



By:_________________________                By:__________________________
     Name:                                              Name:
     Title:                                             Title: