AMENDMENT TO RIGHTS AGREEMENT Amendment No. 2 (this "Amendment"), dated as of May 9, 1997, to the Rights Agreement, dated as of January 30, 1986, as amended on December 27, 1995 (the "Rights Agreement"), between Dynamics Corporation of America, a New...

                        AMENDMENT TO RIGHTS AGREEMENT

                    Amendment No. 2 (this "Amendment"), dated as of
          May 9, 1997, to the Rights Agreement, dated as of January
          30, 1986, as amended on December 27, 1995 (the "Rights
          Agreement"), between Dynamics Corporation of America, a
          New York corporation (the "Company"), and First National
          Bank of Boston, a national banking association (the
          "Rights Agent").  All capitalized terms not otherwise
          defined herein shall have the meaning ascribed to such
          term in the Rights Agreement.

                    WHEREAS, the Company deems the following
          amendment to the Rights Agreement to be necessary and
          desirable and in the best interests of the holders of
          Rights Certificates; and

                    WHEREAS, Section 26 of the Rights Agreement
          permits the Company from time to time to supplement and
          amend the Rights Agreement.

                    NOW, THEREFORE, in consideration of the
          foregoing and the agreements, provisions and covenants
          herein contained, the parties agree as follows:

               1.   Section 1(g) of the Rights Agreement is hereby
          amended to read in its entirety as follows:

                         "(g) "Distribution Date" shall mean the
                    earlier to occur of (i) the tenth day after the
                    Stock Acquisition Date or (ii) such date as the
                    Board of Directors of the Company shall
                    determine following the first public
                    announcement of the commencement of, or the
                    intent of any Person (other than the Company)
                    to commence, a tender or exchange offer for 25%
                    or more of the outstanding shares of Common
                    Stock."

               2.   The Rights Agreement shall not otherwise be
          supplemented or amended by virtue of this Amendment, but
          shall remain in full force and effect.  This Amendment
          may be executed in one or more counterparts, all of which
          shall be considered one and the same amendment and each
          of which shall be deemed an original.


               IN WITNESS WHEREOF, the parties hereto have executed
          this Amendment as of the day and year first above
          written.

                                        DYNAMICS CORPORATION OF AMERICA

                                        By    /s/ Xxxxx X. Xxxxxxx    
                                          Name:  Xxxxx X. Xxxxxxx
                                          Title: Vice President,
                                                 General Counsel and
                                                 Secretary

                                        FIRST NATIONAL BANK OF BOSTON

                                        By   /s/ Xxxxxxxx X. Xxxxxxxx 
                                          Name:  Xxxxxxxx X. Xxxxxxxx
                                          Title: Authorized Signatory