[Letterhead of Coltec]



December 17, 1998


Mr. R. S. Evans
Chairman and Chief Executive Officer
Crane Co.
100 First Stamford Place
Stamford, CT 06902

VIA FACSIMILE AND OVERNIGHT COURIER

Dear Shell:

The Board of Directors of Coltec has reviewed your letter of December 14,
1998, as well as this response. The Board remains committed to the
consummation of the announced business combination of Coltec and BFGoodrich
and believes that your letter, at best, mischaracterizes both the past
discussions between our companies and the agreements entered into in
connection with those discussions. As for your meritless lawsuit, Coltec
will, of course, vigorously defend against it.

The Board of Directors of Coltec was fully aware of your historical interest
in Coltec when it approved the merger transaction with BFGoodrich (although,
as set forth below, not as expressed in your letter of November 20, 1998).
The Board of Directors approved the BFGoodrich transaction believing it to be
in the best interests of Coltec, its shareholders and other constituencies.
The Board reaffirmed that belief today.

As you are aware, I and the other members of the Board of Directors of Coltec
have long had considerable doubts as to the seriousness of your approaches.
Starting with your conduct in the fall of 1995, which you yourself
characterized as regrettable, we were left deeply suspicious regarding your
desire to effect a transaction with Coltec.

I did not hear again from Crane for nearly three years and, when I did, the
contact was first made by an investment banker on behalf of an "undisclosed
principal." After being informed who the principal was, I was told that you
were embarrassed by your behavior when we had last met in November 1995 and
you were more comfortable working through an intermediary. Despite the
bizarre circumstances, I suggested you phone me directly. In our
conversation of September 21, 1998, I emphasized to you that I would be
reluctant to permit a competitor to review non-public information with
respect to Coltec, especially in light of my doubts about the legitimacy of
your interest. I also asked that, if you had any serious interest in
Coltec, you outline in written form to me the value, structure and type of
transaction at issue and your position on due diligence.





In your September 24, 1998, letter, you would only go so far as to propose
"subject to [Crane's] further analysis of pertinent data . . . to discuss
with [Coltec] . . . a merger of Coltec into Crane on the basis of
approximately 0.80 shares of Crane for each outstanding share of Coltec"
(emphasis added). You further pointed out that this was "not a formal
offer, but rather an outline of the basis for further discussions" and
noted that any offer would require the approval of your Board of Directors.

On September 28, 1998, after receiving your September 24, 1998, letter, I
called you to inform you that your letter did not address my previous
concerns. In particular, I reaffirmed my reluctance to permit any in-depth
due diligence of non-public information under such circumstances and asked
you to further clarify what you meant by the phrase in your letter "subject
to [Crane's] further analysis of pertinent data". During that conversation,
however, I did discuss various issues with you, including possible levels
of synergies resulting from a combination of our companies. You responded
that you would get back to me.

You, however, did nothing for almost two months. On November 24, 1998, I
received by first class mail a letter from you dated November 20, 1998,
indicating your continued interest in pursuing a business combination
transaction. I was surprised that the letter was sent to me by ordinary
mail, rather than in some more expeditious manner, such as by fax, as is
routinely done in similar cases (and which was the method of delivery of
your September 24, 1998 letter). I was also intrigued by the apparent
coincidence of its timing with the finalization of our merger transaction
with BFGoodrich. Since I had not received your November 20, 1998 letter
prior to the execution of our agreements with BFGoodrich, the Board of
Directors of Coltec could not have taken this letter into account in
considering the BFGoodrich transaction, although the Board members were
fully aware of all prior dealings with Crane. I note, nevertheless, that
the proposal set forth in your November 20, 1998 letter was again subject
to further due diligence and did not make the standard representation of
your having received the approval of your Board.

As to the "merits" of your lawsuit, I am frankly amazed by your
characterization of the confidentiality agreement between our companies and
the related letter agreement involving our respective advisors. You know
perfectly well that the confidentiality agreement did not obligate Coltec to
notify Crane if Coltec was approached by a third party regarding a business
combination with Coltec. Rather, the quoted sentence (appearing at the end of
a standard mutual standstill provision) solely required Coltec to notify
Crane if a third party contacted Coltec about participating in an attempt to
take over Crane, with Crane having a reciprocal obligation. Coltec agreed to
a standstill provision with Crane that prohibited each company from raiding
the other, not a three-year right to participate in a business combination
with the other.

Similarly, you know that you are misconstruing the language in the letter
agreement involving our respective advisors. This agreement was only entered
into at your personal insistence because of your expressed fear that Morgan
Stanley would be retained by a third party to make an unwelcome bid for
Crane. The language quoted prohibits Morgan Stanley from representing a
hostile bidder for Crane, not a friendly acquiror of Coltec.





We urge you to abandon your efforts to interfere with our agreements with
BFGoodrich, and will hold you fully responsible for all damages and expenses
incurred as a consequence of your actions.


Very truly yours,


/s/ John W. Guffey, Jr.


John W. Guffey, Jr.,
Chairman and Chief Executive
Officer