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                                                                   EXHIBIT 10.28

                       [TRANSTECHNOLOGY CORPORATION LOGO]

                  engineered products for global partners (TM)

                               February 10, 2004

Gerald C. Harvey
18 Countryside Drive
Summit, NJ 07901

Dear Mr. Harvey:

      This letter agreement (the "Agreement") sets out the agreement between you
(the "Executive") and TransTechnology Corporation (the "Corporation") with
respect to certain severance arrangements which shall apply only in the event
that a Change in Control, as hereinafter defined, of the Corporation occurs
after the date hereof.

      1.    For the purposes of this Agreement, a "Change in Control" shall mean
      the occurrence of any one (or more) of the following events after the date
      of this Agreement:

      a.    When (i) the Corporation acquires actual knowledge that any person,
            including a group as defined in Section 13(d)(3) of the Securities
            Exchange Act of 1934, is or has become the beneficial owner of
            shares of the Corporation with respect to which thirty-three percent
            (33%) or more of the total number of votes for the election of the
            Corporation's Board of Directors may be cast, and (ii) such person
            or group publicly makes known, or communicates to the Corporation in
            writing, its intention to either (A) acquire control of the business
            of the Corporation, (B) liquidate the Corporation, (C) sell the
            assets of the Corporation or merge the Corporation with any other
            persons, or (D) make any material change in the business or
            corporate structure of the Corporation;

      b.    During any period of two consecutive years, individuals who at the
            beginning of such period constituted the Board of Directors of the
            Corporation (together with any new directors whose election by such
            Board of Directors or whose nomination for election was previously
            approved by the Board of Directors of the Corporation) cease for any
            reason to constitute a majority of the Board of Directors of the
            Corporation; or

      c.    The stockholders of the Corporation shall approve an agreement
            providing either for a transaction in which the Corporation will
            cease to be an independent publicly owned corporation or for a sale
            or other disposition of all or substantially all the assets of the
            Corporation; or

      d.    A tender offer or exchange offer is made by any person, including a
            group as defined in Section 13(d)(3) of the Securities Exchange Act
            of 1934, for such amount of shares representing a majority of the
            voting power of the Corporation with respect to the election of the
            Corporation's Board of Directors, and at least

         700 Liberty Avenue - P.O. Box 3300 - Union - New Jersey 07083

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February 10, 2004
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            such amount of shares of common stock are acquired pursuant to such
            tender offer.

      2.    In the event of a Change in Control of the Corporation, and the
      termination by the Corporation of the Executive's employment upon such
      Change in Control or within 24 months thereafter for reason other than
      Cause, as defined in Paragraph 3 below, or in the event the Executive
      terminates his employment with the Corporation for "Good Reason," as
      defined in Paragraph 5 below, in connection with, or within 24 months
      after a Change in Control, the Corporation shall pay to the Executive an
      amount equal to (a) 200% of the Executive's annual salary in effect on the
      date of said termination ("Base Salary"), plus (b) the average of his
      total bonuses paid or due for each of the last two (2) completed fiscal
      years prior to the Termination Date as defined below (or, in the event the
      Executive has been employed by the Corporation for less than two (2)
      fiscal years and has received only one bonus, an amount equal to the bonus
      received by the Executive), plus (c) the working days pay equivalent of
      earned but unused vacation, comp time and sick time, plus (d) the fair
      market value of any accrued but unvested restricted stock and stock
      options outstanding as of the Executive's Termination Date, plus (e) all
      accrued and unpaid salary, less any governmentally required withholdings
      on the foregoing. As used in clause (d), the term "fair market value"
      means the closing price of the common stock of the Corporation on the New
      York Stock Exchange on the Termination Date, less any amounts remaining to
      be paid by the Executive for such restricted stock or the exercise of such
      stock options.

            Subject to Paragraph 6 below, said lump sum shall be paid in two (2)
      installments, the first installment to be in an amount which (x) does not,
      in combination with all other compensation received by the Executive in
      the same fiscal year, exceed the deductible limit for the Executive's
      compensation under Internal Revenue Code Section 162(m) and (y) subject to
      the preceding clause (x), is equal to the maximum aggregate amount which
      can be paid to the Executive without constituting Excess Parachute
      Payments as defined in Paragraph 6 below. The first installment shall be
      paid within 10 days of the Executive's last day of employment with the
      Corporation (said last day being hereinafter the "Termination Date") and
      the second installment, which shall equal the balance due to the Executive
      under this Agreement, shall be paid within ten (10) days of the close of
      the Corporation's fiscal year in which the first installment was paid;
      provided that in the event of a breach by the Corporation of this
      Agreement as set out in Paragraph 10 below, the aforesaid sums referenced
      in clauses 2(a) through (e) above shall be paid in one installment within
      ten (10) days of the exercise by the Executive of his rights under
      Paragraph 10. The aforesaid sums referenced in clauses 2(a) through (e)
      shall be in addition to all other amounts which may become payable to the
      Executive pursuant to other agreements and plans which the Corporation may
      have in force for the benefit of its executive employees and for which the
      Executive is eligible, including without limitation the agreements and
      plans referred to in paragraph 17 below; provided that any amount paid to
      the Executive pursuant to the Corporate Severance Pay Plan of the
      Corporation shall be credited against amounts due under this Agreement.
      The Corporation shall continue to provide the Executive for a period of 24
      months from the Termination Date with life, health, and disability
      insurance coverage substantially identical to the coverage maintained for
      the Executive prior to the Termination Date.

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February 10, 2004
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      3.    For purposes of this Agreement, termination for "Cause" shall mean
      only the following conduct by the Executive:

            a.   material breach of any provision of this Agreement;

            b.   breach of fiduciary duty to the Corporation involving personal
                 gain or profit;

            c.   intentional and repeated failure to perform material stated
                 duties;

            d.   conviction of any felony, any crime involving moral turpitude,
                 or any crime committed in the conduct of his or her official
                 duties which is materially adverse to the welfare of the
                 Corporation.

            The Executive shall not be deemed to have been terminated for Cause
            unless there shall have been delivered to the Executive a copy of a
            resolution adopted by the affirmative vote of not less than a
            majority of the entire membership of the Board of Directors of the
            Corporation at a meeting of the Board of Directors duly called and
            held for the purpose (and reasonable notice to the Executive and an
            opportunity for the Executive, together with his counsel, to be
            heard before the Board of Directors), finding that in the good faith
            opinion of the Board of Directors of the Corporation the Executive
            was guilty of conduct specified in this Paragraph 3 and specifying
            the particulars thereof in detail. Except in the event of a
            conviction as described in subparagraph 3(d), in no event will the
            Executive be subject to termination for Cause pursuant to this
            Agreement unless the Executive shall have failed to cure, correct or
            prevent the alleged breach or failure within thirty (30) days after
            such resolution has been delivered to the Executive.

      4.    This Agreement may be terminated by the Executive at any time upon
      ninety (90) days' written notice to the Corporation or upon such shorter
      period as may be agreed upon between the Executive and the Chairman of the
      Board and Chief Executive Officer of the Corporation. In the event of such
      termination by the Executive, the Corporation shall be obligated only to
      continue to pay the Executive his salary up to the date of termination,
      and those retirement and/or employee benefits which have been earned or
      become payable up to the date of termination.

      5.    For purposes of this Agreement, "Good Reason" shall mean the
      occurrence, in connection with, or within 24 months after, a Change in
      Control, of any of the events or conditions described in subparagraphs (a)
      through (g) hereof without the Executive's express written consent.
      Executive's right to terminate his employment pursuant to this Paragraph 5
      shall not be affected by his incapacity due to physical or mental illness.

            a.    A change in the Executive's status, title, position or
            responsibilities (including reporting responsibilities) which, in
            the Executive's reasonable judgment, does not represent a promotion
            from his status, title, position or responsibilities as in effect
            immediately prior thereto; the assignment to the Executive of any
            duties or responsibilities which, in the Executive's reasonable
            judgment, are inconsistent with such status, title, position or
            responsibilities; or any removal of the Executive from or failure to
            reappoint him to any of such positions, except in connection with
            the termination of his employment for (i) Cause, (ii) as a result of
            his death or (iii) by the Executive other than for Good Reason;

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February 10, 2004
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            b.    A reduction by the Corporation in the Executive's Base Salary
            as in effect on the date of a Change in Control or as the same may
            be increased from time to time;

            c.    The intention to relocate or transfer the Executive to a
            location outside a 50 mile radius of the location which is his
            primary office location as of the date immediately preceding the
            date of a Change in Control.

            d.    The adverse and substantial alteration in the nature and
            quality of the office space from which the Executive performs his
            duties, including the size and location thereof, as well as the
            secretarial and administrative support provided to him;

            e.    The failure by the Corporation to continue to provide the
            Executive with compensation and benefits provided as of the date
            hereof or benefits substantially similar to those provided under any
            of the employee benefit plans in which the Executive becomes a
            participant or the taking of any action by the Corporation which
            would directly or indirectly materially reduce any of such benefits
            or deprive the Executive of any material benefit enjoyed by him at
            the time of the Change in Control;

            f.    Any material breach by the Corporation of any provision of
            this Agreement; or

            g.    The failure of the Corporation to obtain a satisfactory
            agreement from any successor or assignee of the Corporation to
            assume and agree to perform this Agreement, as contemplated in
            Paragraph 10 hereof.

      6.    If the benefits payable under this Agreement and any other payments
      otherwise payable to the Executive by the Corporation (collectively
      referred to as "Severance Benefits") have a Present Value (as defined
      herein) equal to or in excess of three times the Executive's Base Amount
      (as defined herein) and, in addition thereto, meet the other requirements
      set forth in Section 280G of the Internal Revenue Code of 1986, as amended
      (the "Code") so that the Severance Benefits constitute "Parachute
      Payments" (as defined in Section 280G of the Code), the Executive may
      elect to apply the provisions set out below.

            a.    In the event that any Severance Benefits to be made to the
            Executive by the Corporation, whether pursuant to this Agreement or
            otherwise, upon termination of the Executive's employment pursuant
            hereto are deemed, in the opinion of the Corporation's independent
            public accountants (the "Accountants") to constitute Parachute
            Payments, the Executive may, upon written notification by the
            Corporation of the determination of the Accountants, elect to
            receive any combination of Severance Benefits from the Corporation
            due to him as a result of termination which equal the maximum
            aggregate amount which can be paid to the Executive without
            constituting Excess Parachute Payments as defined in Section 280G of
            the Code. The Executive undertakes to make such election in the
            event that receipt by him of amounts constituting Excess Parachute
            Payments will result in a net amount payable to him after taxes
            which is less than the amount he would be entitled to receive by
            making the aforesaid election. The

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            written notification by the Corporation of any determination of the
            Accountants pursuant to this Paragraph 6 shall be provided to the
            Executive within five (5) business days of the Termination Date, and
            shall (i) list all Severance Benefits which are deemed to constitute
            Parachute Payments in the opinion of the Accountants, and (ii)
            contain the Corporation's opinion as to the Present Value of each of
            such Severance Benefits, which opinion shall be determined in
            consultation with the Accountants. Any election by the Executive
            pursuant to this paragraph shall be made by the Executive and
            submitted to the Corporation by the thirtieth (30th) day following
            the Termination Date, and the Corporation shall pay to the Executive
            the Severance Benefits specified in such election in one (1) or two
            (2) installments, as the case may be, the first installment to be in
            an amount equal to the maximum amount which can be paid to the
            Executive which does not, in combination with all other compensation
            received by the Executive in the same fiscal year, exceed the
            deductible limit for the Executive's compensation under Internal
            Revenue Code Section 162(m). The first installment shall be paid
            within five (5) business days of receipt of such election, and the
            second installment, if needed, which shall equal the balance, if
            any, due to the Executive under such election shall be paid within
            ten (10) days of the close of the Corporation's fiscal year in which
            the first installment was paid.

            b.    In the event that the Executive does not file a written
            election with the Corporation pursuant to subparagraph (a) upon
            receipt of a written notification by the Corporation of the
            Accountant's determination that Severance Benefits to which the
            Executive is entitled upon termination constitute Excess Parachute
            Payments, then the Corporation shall pay the Executive all Severance
            Benefits due him pursuant to this Agreement or otherwise.

            c.    For purposes of this Paragraph 6, Present Value means the
            value determined under the rules provided in Proposed Treasury
            Regulations under Section 280G of the Code, and Base Amount means
            the average annual compensation payable to the Executive by the
            Corporation and includable in the Executive's gross income for
            Federal income tax purposes during the shorter of the period
            consisting of the most recent five taxable years ending before the
            date of any Change in Control or the portion of such period during
            which the Executive was an employee.

            d.    References to Code Section 280G herein are intended as
            references to Section 280G as added to the Code by the Tax Reform
            Act of 1984, Pub. L. No. 98-369, 98th Cong., 2nd Sess., and as it
            may be amended.

            e.    In the event the Corporation fails to give the notification to
            the Executive of the determination by the Accountants as
            contemplated by subparagraph 6(a) hereof; or if the Accountants
            erroneously fail to determine the existence of Excess Parachute
            Payments; or in the event of any other circumstance caused by the
            Corporation which results in the imposition of tax pursuant to
            Section 4999 of the Code, then any such tax, including any penalty
            or interest paid by the Executive (the "Excise Tax") shall be
            reimbursed to the Executive by the Corporation. In addition, the
            Executive shall be entitled to receive an additional payment or
            payments (a "Gross Up Payment") in an amount such that, after
            payment by the Executive of all taxes (including federal, state and
            local taxes and any interest or penalties imposed with respect to
            such taxes and including

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            any Excise Tax) imposed upon the Gross Up Payment, the Executive
            and/or his estate collectively retain (or have withheld and credited
            on his behalf for tax purposes) an amount of the Gross Up Payment
            equal to the Excise Tax.

      7.    All reasonable legal fees, arbitration fees, and expenses paid or
      incurred by the Executive relating to any dispute, controversy or claimed
      breach regarding this Agreement shall be paid or reimbursed by the
      Corporation, if the Executive is successful, or as may be determined to be
      appropriate by any arbitrator's award based on the relative merits of the
      two parties.

      8.    The Executive agrees that during the term of this Agreement, and for
      a period of two (2) years commencing the Termination Date, he will not
      directly or indirectly:

            a.    Solicit, divert or take away any of the customers, business or
            patronage of the Corporation or its subsidiaries or affiliates; or

            b.    Induce or attempt to influence any employee of the Corporation
            or its subsidiaries or affiliates to terminate his or her employment
            therewith.

            c.    In the event of a breach or threatened breach by the Executive
            of the provisions of this Paragraph 8, the Corporation, or any duly
            authorized officer thereof, will be entitled to a temporary
            restraining order or injunction.

      9.    The Executive shall not, during the term of this Agreement, have any
      other employment (exclusive of volunteer services with not-for-profit
      institutions or occasional speaking engagements) except with the prior
      approval of the Chairman of the Board and Chief Executive Officer of the
      Corporation.

      10.   The Corporation will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Corporation, by an
      assumption agreement in form and substance satisfactory to the Executive,
      to expressly assume and agree to perform this Agreement in the same manner
      and to the same extent that the Corporation would be required to perform
      it if no such succession had taken place. Failure of the Corporation to
      obtain such assumption agreement prior to the effectiveness of any such
      succession shall be a breach of this Agreement and shall entitle the
      Executive to compensation from the Corporation in the same amount and on
      the same terms that he would be entitled to hereunder if he terminated his
      employment for Good Reason in connection with, or within 24 months after,
      a Change in Control.

            This Agreement and all rights of the Executive hereunder shall inure
      to the benefit of and be enforceable by his personal or legal
      representatives, successors, heirs, distributees, devisees, legatees and
      permitted assigns.

      11.   This Agreement is personal to each of the parties hereto and, except
      as provided in Paragraph 10, neither party may assign or delegate any of
      its rights or obligations hereunder without first obtaining the written
      consent of the other party.

      12.   All notices, requests, demands and other communications hereunder
      shall be in writing and shall be deemed to have been duly given if
      delivered by hand or mailed, certified or registered mail, return receipt
      requested with postage prepaid, or delivered

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      by next day courier service such as is offered by Federal Express and
      competing carriers, to the following addresses or to such other address as
      either party may designate by like notice.

            If to the Corporation, to:

                        TransTechnology Corporation
                        700 Liberty Avenue
                        Union, New Jersey 07083
                        Attention: President and Chief Executive Officer

            If to the Executive, to:

                        Gerald C. Harvey
                        18 Countryside Drive
                        Summit, NJ 07901

      13.   No amendments or additions to this Agreement shall be binding unless
      in writing and signed by both parties.

      14.   The provisions of this Agreement shall be deemed severable and the
      invalidity or unenforceability of any provision shall not affect the
      validity or enforceability of the other provisions hereof. In the event a
      court declares a provision of this Agreement to be invalid or
      unenforceable, that court may, in the exercise of its discretion, reform
      the provision so that it is valid and enforceable to the greatest extent
      possible.

      15.   This Agreement shall, except to the extent that Federal law shall be
      deemed to preempt it, be governed by and construed and enforced in
      accordance with the laws of the State of New Jersey applicable to
      contracts made and performed within the State.

      16.   Except for injunctive relief, any dispute or controversy arising
      under or in connection with this Agreement, or the breach thereof, shall
      be settled exclusively by binding arbitration at a site in the State of
      New Jersey and administered by the American Arbitration Association
      ("AAA") in accordance with the National Rules for the Resolution of
      Employment Disputes of the AAA then in effect. Notwithstanding the
      pendency of any arbitration proceeding, the Corporation will continue to
      pay the Executive's full compensation in effect when the dispute,
      controversy, or claimed breach, arose and continue the Executive as a
      participant in all compensation, benefit and insurance plans in which the
      Executive was then participating, until the matter submitted to
      arbitration is finally resolved. Judgment may be entered on the
      arbitrator's award in any court having competent jurisdiction.

      17.   Nothing in this Agreement amends or modifies, or shall be deemed or
      construed to amend or modify, the terms and provisions (including the
      triggers and dates of payments thereunder) of any stock option granted by
      the Corporation to the Executive, or restricted stock agreement between
      the Corporation and the Executive, or the provisions of the 1992 Long Term
      Incentive Plan and the 1999 Long Term Incentive Plan.

      18.   Absent a change in control or unless extended in writing by the
      parties hereto, this Agreement shall expire on January 31, 2006.

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      Please signify your agreement to the terms of this Agreement by signing in
      the space provided below and returning one (1) fully executed copy to the
      undersigned.

                                  TRANSTECHNOLOGY CORPORATION

                                  /s/ Robert L.G. White
                                  -------------------------------------
                                           Robert L.G. White
                                  President and Chief Executive Officer

Accepted and agreed:

/s/ Gerald C. Harvey
------------------------
Gerald C. Harvey