Edgar Filing: OSS CAPITAL MANAGEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant |_|

Filed by a Party other than the Registrant |X|

Check the appropriate box:

|_| Preliminary Proxy Statement

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

|X| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-12

HEXCEL CORPORATION

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(Name of Registrant as Specified In Its Charter)

O.S.S. CAPITAL MANAGEMENT LP
OSCAR S. SCHAFER & PARTNERS I LP
OSCAR S. SCHAFER & PARTNERS II LP
O.S.S. OVERSEAS FUND LTD.
O.S.S. ADVISORS LLC
SCHAFER BROTHERS LLC
OSCAR S. SCHAFER
PETER J. GRONDIN
EDWARD A. BLECHSCHMIDT
JOACHIM V. HIRSCH
TIMOTHY D. LEULIETTE

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ANNUAL MEETING OF STOCKHOLDERS OF
HEXCEL CORPORATION
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PROXY STATEMENT OF
THE OSS GROUP

To Our Fellow Hexcel Stockholders:

This proxy statement and the enclosed WHITE proxy card are being furnished
to stockholders of Hexcel Corporation ("Hexcel" or the "Company") in connection
with the solicitation of proxies by Oscar S. Schafer & Partners II LP ("OSS II")
and its affiliates (collectively, "we" or the "OSS Group") to be used at the
2008 annual meeting of stockholders of Hexcel, including any adjournments or
postponements thereof and any meeting held in lieu thereof (the "2008 Annual
Meeting"). The 2008 Annual Meeting is scheduled to be held at 10:30 a.m. (local
time) on May 8, 2008, at the Community Room, Two Stamford Plaza, 281 Tresser
Boulevard, Stamford, Connecticut. This proxy statement and the WHITE proxy card
are first being furnished to stockholders on or about March 28, 2008.

THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").

We are soliciting your proxy for the 2008 Annual Meeting in support of the
following proposals:

1. To elect Edward A. Blechschmidt, Joachim V. Hirsch and Timothy D. Leuliette
(each a "Nominee" and collectively, the "Nominees") to serve as directors of the
Company; and

2. To ratify the Board's appointment of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers" or the "Accountants") as the independent registered
public accounting firm for the Company in 2008.

Hexcel has disclosed that the record date for determining stockholders entitled
to notice of and to vote at the 2008 Annual Meeting is March 19, 2008 (the
"Record Date"). Stockholders of record at the close of business on the Record
Date will be entitled to vote at the 2008 Annual Meeting. The Company disclosed
that on March 19, 2008 there were 95,855,771 shares of Common Stock, $0.01 par
value per share (the "Common Stock" or "Shares"), outstanding as reported in the
Company's definitive proxy statement filed on March 26, 2008. Each Share has one
vote.

The OSS Group beneficially owns, in the aggregate, 5,285,900 Shares,
representing approximately 5.5% of the Company's outstanding Common Stock.

We intend to vote our Common Stock FOR the election of our Nominees and FOR
the candidates who have been nominated by Hexcel other than Joel S. Beckman,
Lynn Brubaker and David C. Hurley and FOR the ratification of the Board's
appointment of the Accountants as the independent registered public accounting
firm of the Company for 2008.

OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL HEXCEL
STOCKHOLDERS. WE BELIEVE THAT ELECTING THEM TO THE BOARD WILL HAVE A POSITIVE
EFFECT ON THE FUTURE OF HEXCEL. ACCORDINGLY, WE URGE YOU TO VOTE YOUR WHITE
PROXY CARD FOR OUR NOMINEES.

HOW TO VOTE YOUR SHARES

As explained in the detailed instructions on your WHITE proxy card, there
are four ways you may vote. You may:

1. Sign, date and return the enclosed WHITE proxy card in the enclosed
postage-paid envelope. We recommend that you vote on the WHITE proxy
card even if you plan to attend the 2008 Annual Meeting;

2. Vote via the Internet by following the voting instructions on the
WHITE proxy card or the voting instructions provided by your broker,
bank or other holder of record. Internet voting procedures are
designed to authenticate your identity, allow you to vote your Shares
and confirm that your instructions have been properly recorded. Your
Internet vote authorizes the named proxies to vote your Shares in the
same manner as if you had signed and returned a proxy card. If you
submit your vote by Internet, you may incur costs associated with
electronic access, such as usage charges from Internet access
providers and telephone companies;

3. Vote by telephone by following the voting instructions on the WHITE
proxy card or the instructions provided by your broker, bank or other
holder of record. Your telephone vote authorizes the named proxies to
vote your Shares in the same manner as if you had signed and returned
a proxy card; or

4. Vote in person by attending the 2008 Annual Meeting. Written ballots
will be distributed to stockholders who wish to vote in person at the
2008 Annual Meeting. If you hold your shares through a bank, broker or
other custodian, you must obtain a legal proxy from such custodian in
order to vote in person at the meeting.

WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARD SENT TO YOU BY THE COMPANY. IF
YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED GOLD PROXY BY
SIGNING AND RETURNING A LATER-DATED WHITE PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE OSS
GROUP OR TO THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING US BY TELEPHONE OR
VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED (INSTRUCTIONS ARE ON
YOUR WHITE PROXY CARD).

HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A WHITE PROXY
CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO SIGN
AND RETURN ON YOUR BEHALF THE WHITE PROXY CARD AS SOON AS POSSIBLE.

All of the known Company's proposals are included on the OSS Group's proxy
card. A proxy card that is returned to the OSS Group will be voted as you
indicate on it. If a proxy card is returned without a vote indicated thereon,
the Shares represented thereby will be voted FOR the election of each of the
Nominees, FOR the candidates who have been nominated by Hexcel to serve as
directors other than Joel S. Beckman, Lynn Brubaker and David C. Hurley, for
whom the OSS Group is NOT seeking authority to vote for and WILL NOT exercise
such authority and FOR the ratification of the Board's appointment of the
Accountants as the independent registered public accounting firm of the Company
for 2008. There is no assurance that any of Hexcel's nominees will serve as
directors if any of the Nominees are elected. In addition, a proxy card will be
voted in the proxy holders' discretion with respect to such other matters as may
properly come before the meeting.

We have retained MacKenzie Partners, Inc. to assist in communicating with
stockholders in connection with the proxy solicitation and to assist in efforts
to obtain proxies. If you have any questions about executing your WHITE proxy,
voting by telephone or via the Internet or if you require assistance, please
contact:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Stockholders Call Toll-Free: (800) 322-2885
Banks and Brokers Call Collect: (212) 929-5500

BACKGROUND TO THE SOLICITATION

The OSS Group has held Shares of Hexcel since 2005. In early 2007, the OSS
Group contacted the Company to discuss ways in which to maximize stockholder
value at Hexcel. On March 9, 2007, O.S.S. Capital Management LP (the "Investment
Manager") sent a letter to the Company expressing its concern regarding the
Company's operating performance relative to its peers and regarding the
Investment Manager's perception of a lack of concern with this gap in
performance by management. The Investment Manager also noted that a member of
the Company's Board of Directors was stepping down and suggested a candidate for
his replacement. The Company did not accept the suggested candidate.

On April 9, 2007, the Company's Chief Executive Officer met with
representatives of the Investment Manager at its offices. In a letter dated
April 26, 2007, the OSS Group reiterated its opinion that the Company was
underperforming as its main concern, as raised during the April 9, 2007 meeting.
The Investment Manager requested a committee of independent directors be formed
and that the committee retain an independent investment bank to advise as to how
stockholder value could best be maximized. Subsequently, on May 10, 2007, the
OSS Group made a presentation of its analysis of the Company's operating
performance to the Company's Board of Directors.

In the following months, the Company took no further action to meet with
the OSS Group, to implement the strategies previously suggested or to provide
any feedback regarding the May presentation. On July 25, 2007, the Investment
Manager sent another letter to the Company expressing its frustration regarding
the Company's lack of responsiveness following the May presentation.
Additionally, the Investment Manager referenced the decline in the Company's
gross margin percentage despite a sales increase. In the letter the Investment
Manager also reiterated its opinions that: (1) the Company is under-performing,
(2) the Company's management is not addressing the shortfall in earnings and (3)
the stockholders are suffering as a result. The Investment Manager again
requested a committee of independent directors be formed and that the committee
retain an independent investment bank to advise as to how stockholder value
could be best maximized.

The Investment Manager contacted the Company on October 22, 2007 to suggest
several candidates for consideration by the Company for appointment or election
to the Board of Directors. The Company did not accept the suggested candidates.
On November 26, 2007 OSS II sent a notice to the Company, (the "Notice")
declaring its intention to nominate the following three persons for election to
the Board of Directors of the Company at the Company's 2008 Annual Meeting: Mr.
Edward A. Blechschmidt; Mr. Timothy D. Leuliette; and Mr. Joachim V. Hirsch. OSS
II also delivered to the Company a demand to inspect the Company's stockholder
list and related materials, pursuant to Section 220 of the Delaware General
Corporation Law. OSS II also disclosed that it and certain of its affiliates and
parties related thereto intended to file preliminary proxy materials with the
U.S. Securities and Exchange Commission (the "SEC") and to solicit proxies in
support of the election of the Nominees at the Company's 2008 Annual Meeting.

Following the Notice, the Company notified the OSS Group that the Company's
Nominating and Corporate Governance Committee (the "Committee") would consider
the Nominees pursuant to its routine practice. The Nominees fully cooperated
with the Committee's process. On February 19, 2008, the Company notified the OSS
Group that it was willing to nominate only one of three Nominees to the Board.
On that same day, and as confirmed by letter dated February 25, 2008, the OSS
Group advised the Company that its offer would not result in sufficient change
in the composition of the Board and accordingly that the OSS Group intended to
proceed with this proxy solicitation.

PROPOSAL 1: ELECTION OF DIRECTORS

According to the Company's 2008 definitive proxy statement, ten directors
are to be elected to the Board at the 2008 Annual Meeting. We recommend that
stockholders elect Edward A. Blechschmidt, Joachim V. Hirsch and Timothy D.
Leuliette as directors of the Company at the 2008 Annual Meeting. Each of our
Nominees has consented to being named as a Nominee and to serving as a director
if elected. If elected, each Nominee will serve until the next annual meeting of
stockholders and until his successor shall have been duly elected and qualified
or until his earlier death, resignation or removal. If elected, each of our
Nominees will be considered an independent director of the Company under
applicable New York Stock Exchange rules.

The OSS Group believes good corporate governance requires that the Board be
comprised of independent-minded directors, not tied to management, who bring a
diverse set of relevant skills and experience to their board service.
Accordingly, the OSS Group has proposed three highly qualified nominees who have
the independence from management as well as the experience required to improve
oversight in this underperforming company. Each of the Nominees has an
extensive, successful business background with significant leadership experience
and will be dedicated to maximizing stockholder value.

Under the Company's Bylaws, a quorum for the transaction of business
requires a majority of the directors in office and Board action requires a
majority of the directors present at a meeting at which a quorum is present.
Accordingly, our Nominees, if elected, will not be able to take Board action at
a meeting of the full Board without the support of at least three other
directors.

Our Nominees are receiving compensation from the OSS Group of $50,000 each
in consideration for their services during the period from their agreeing to be
nominees until the 2008 Annual Meeting. If elected, our Nominees will receive no
further compensation from the OSS Group but will be entitled to such
compensation from the Company as is consistent with the Company's past practices
for services of non-employee directors, which is described in the Company's
proxy statement.

The OSS Group also intends to vote for the candidates who have been
nominated by the Company other than Joel S. Beckman, Lynn Brubaker and
David C. Hurley. You should refer to the proxy statement and form of proxy
distributed by Hexcel for the names, background, qualifications and other
information concerning Hexcel's candidates. There is no assurance that any of
Hexcel's nominees will serve as directors if any of the OSS Group's nominees are
elected to the Board. In the event that one or more of our Nominees is elected
and that one or more of the Hexcel nominees declines to serve with such nominee
or nominees, the Company's By-Laws provide that director vacancies may be filled
by the remaining directors then in office, unless sooner filled by stockholders.

THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OR MANAGEMENT OF THE COMPANY.

BIOGRAPHICAL INFORMATION

Background information about our Nominees, including the present principal
occupation or employment and material occupations, positions and offices or
employment for the past five years of each Nominee, is set forth below. Please
see "Information About The Participants" for additional information about our
Nominees.

NAME AND BUSINESS ADDRESS AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
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Edward A. Blechschmidt 55 Edward A. Blechschmidt was named Chief Executive Officer of Novelis, Inc. in
202 Radnor Chester Road December 2006 and served in such position until its sale to the Birla Group in
Villanova, PA 19085 May 2007. Novelis, Inc. is the global leader in aluminum rolled products and
aluminum can recycling with revenues over $10 billion. He joined the board of
Novelis in May, 2006. Mr. Blechschmidt is currently retired from active
management positions.

Mr. Blechschmidt was Chairman, Chief Executive Officer and President of Gentiva
Health Services (NASDAQ: GTIV), the nation's leading provider of specialty
pharmaceutical and home health care services, from March, 2000 until June, 2002.
A Fortune 1000 company, Gentiva Health Services reported $1.4 billionin 2001 in 2001
revenues. Mr. Blechschmidt retired as an officer from Gentiva after the completion of a
sale of their pharmaceutical business to Accredo Health, Inc. in June, 2002 but continued
on the board until May, 2005.

Mr. Blechschmidt holds an undergraduate degree in business from Arizona State University.
He is a member of the board of directors of Healthsouth Corp. (Chair:
Audit Comm.), Columbia Laboratories, Inc. (Vice Chairman, Comp. Comm., Scientific
Comm., Nominating Comm.), and Lionbridge Technologies, Inc. (Chair: Audit Comm.). He
has held board directorships with Novelis, Inc. (CEO), Option Care, Inc., Olsten Corp.
(CEO), Gentiva Health Services, Inc. (Chairman & CEO), Neoforma, Inc. (Chair:
Audit Comm.), Garden Fresh Restaurant Corp. (Chair: Audit Comm.), R2 Technology, Inc.
(Chair: Audit Comm.), EA Industries (Chair: Audit Comm.), and the American Association
of Homecare. He is also involved with various private companies and charitable
organizations.

Joachim V. Hirsch 55 Mr. Hirsch is currently Vice President of Special Projects for Magna International, a
c/o Magna International Inc. diversified automotive supplier. He has held that position since November, 2007.
600 Wilshire Dr. Beginning in September, 2003, Mr. Hirsch was employed as President and Chief Executive
Troy, MI 48084 Officer of Teksid Aluminum, the largest global manufacturer of aluminum engine
blocks and cylinder heads with a total sales volume of $1.3 billion with 12
operating facilities across Europe, the Americas and Asia. Mr. Hirsch left this
position in August, 2007.

From September, 2000 until August, 2003, Mr. Hirsch was Chairman, President and
Chief Executive Officer of Textron Fastening Systems, where he was also a member
of the Textron Senior Management Transformation Leadership Team. Textron
Fastening Systems is a segment of Textron Inc., a $10 billion multiple industry
business directed at automotive, aerospace, industrial and electronic
industries. The Fastening Systems segment is a $1.9 billion dollar business with
more than 100 facilities globally and approximately 20,000 employees.

Mr. Hirsch is a Diplom Betriebswirt (business economist) with a degree in
business with an emphasis on foreign trade and operations from the Fachhochshule
fuer Betriebswirtschaft in Reutlingen Germany.

Timothy D. Leuliette 58 Timothy D. Leuliette was Co-Chairman and Co-Chief Executive Officer of Asahi Tec
c/o Leuliette Partners LLC Corporation from January 2007 until January 2008, at which time he left to form his own
2000 Town Center, Suite 1900 investment and financial advisory company.
Southfield, MI 48075

From April 2002 to January 2008, Mr. Leuliette was Chairman and Chief Executive Officer of
Metaldyne, a subsidiary of Asahi Tec. At Asahi Tec/Metaldyne, Mr. Leuliette provided strategic
and operational leadership to the global automotive supply company with annual revenues of
approximately $3 billion and more than 10,000 employees at 55 facilities in 15 countries around
the world.

Mr. Leuliette holds a Bachelor of Science degree in mechanical engineering and a master's
degree in business administration from the University of Michigan. He serves on numerous boards
including New Detroit Coalition, Vattikuti Urology Institute of Henry Ford Health Systems and
Karmanos Cancer Institute. He is a past chairman of the board of The Detroit Branch of The
Federal Reserve Bank of Chicago.

WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF OUR NOMINEES BY SIGNING,
DATING AND RETURNING YOUR WHITE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS

The Company's proxy statement for the 2008 Annual Meeting will solicit
proxies to ratify the appointment of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as the Company's independent auditors for the
fiscal year ending December 31, 2008. The OSS Group does not object to the
ratification of the appointment of PricewaterhouseCoopers as the Company's
independent auditors, and therefore recommends FOR such ratification.

THE OSS GROUP'S RECOMMENDATIONS

The OSS Group is soliciting proxies to vote TO ELECT Edward Blechschmidt,
Joachim V. Hirsch and Timothy D. Leuliette to the Board of Directors of the
Company, to vote FOR the candidates who have been nominated by Hexcel to serve
as directors other than Joel S. Beckman, Lynn Brubaker and David C. Hurley,
for whom the OSS Group are NOT seeking authority to vote for and WILL NOT
exercise such authority and FOR the ratification of the Board's appointment of
PricewaterhouseCoopers as the independent registered public accounting firm for
the Company in 2008 and to authorize the Audit Committee to set the independent
auditors' remuneration. There is no assurance that any of Hexcel's nominees will
serve as directors if any of the OSS Group's Nominees are elected to the Board.

Other than the proposals described in this Proxy Statement, the OSS Group
is not aware of any proposals to be brought before the 2008 Annual Meeting.
However, should other proposals be brought before the 2008 Annual Meeting of
which the OSS Group is not made aware within a reasonable time prior to the 2008
Annual Meeting, the persons named as proxies in the enclosed proxy card will
vote on such matters in their discretion.

YOU ARE URGED TO VOTE TO ELECT EACH OF THE OSS GROUP'S NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.

INFORMATION ABOUT THE PARTICIPANTS

This proxy solicitation is being conducted by the OSS Group, which is
comprised of investment funds and accounts managed by the Investment Manager,
each of which is described below. The OSS Group owns approximately 5.5% of the
outstanding Common Stock of Hexcel. The members of the OSS Group and the
Nominees (the "Participants") are participants in this proxy solicitation. The
percentages used herein, unless otherwise stated, are based upon 95,855,771
shares of Common Stock outstanding as reported by the Company in the definitive
proxy statement filed on March 26, 2008. The relationships and ownership
discussed below are only in respect to beneficial ownership of the Common Stock.

OSCAR S. SCHAFER & PARTNERS II LP AND ITS AFFILIATES

Oscar S. Schafer & Partners II LP ("OSS II") and Oscar S. Schafer &
Partners I LP ("OSS I") are Delaware limited partnerships whose principal
business is to invest in securities. The sole general partner of both OSS I and
OSS II is O.S.S. Advisors LLC, a Delaware limited liability company ("OSSA").
The members of OSSA are Oscar S. Schafer and Andrew J. Goffe. Mr. Schafer, along
with Jane Fleming and J.D. Hunter, are directors of O.S.S. Overseas Fund Ltd., a
Cayman Islands exempted company ("OSS Overseas"). Ms. Fleming's principal
occupation is as an assistant client accountant at Queensgate Bank & Trust
Company Ltd. ("Queensgate"), and Mr. Hunter's principal occupation is as the
Managing Director at Queensgate. O.S.S. Capital Management LP, a Delaware
limited partnership (the "Investment Manager"), serves as investment manager and
management company to OSS Overseas, OSS I and OSS II and has investment
discretion with respect to the shares beneficially owned by OSS Overseas, OSS I
and OSS II. The sole general partner of the Investment Manager is Schafer
Brothers LLC, a Delaware limited liability company ("SB LLC"). The principal
business of SB LLC is to serve as the general partner of the Investment Manager,
and the sole member of SB LLC is Oscar S. Schafer.

The principal business address of OSS II, OSS I, OSSA, the Investment
Manager, SB LLC and Oscar S. Schafer is 598 Madison Avenue, New York, NY 10022.
The principal business address of OSS Overseas is SEI Investments Global
(Cayman) Limited, Harbor Place, 5th Floor, South Church Street, PO Box 30464
SMB, Grand Cayman, Cayman Islands, British West Indies. The principal business
address of Ms. Fleming and Mr. Hunter is Queensgate Bank & Trust Company Ltd.,
5th Floor, Harbour Place, 103 South Church Street, P.O. Box 30464 SMB, Grand
Cayman, Cayman Islands.

NOMINEES

Please see "Proposal 1: Election of Directors" for additional information
about the Nominees.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table shows the beneficial ownership of Hexcel Common Stock
as of the Record Date by the OSS Group and the Nominees. Except as described
below, each of the parties in the table directly owns and has sole voting power
and sole dispositive power with regard to the number of shares of Common Stock
beneficially owned. Please see Annex A for additional information about the OSS
Group's purchases and sales of Common Stock during the last two years.

ENTITY NUMBER OF PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
OWNED STOCK
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O.S.S. Capital Management LP (1)
Oscar S. Schafer & Partners I LP 205,970 0.2%
Oscar S. Schafer & Partners II LP 2,325,586 2.4%
O.S.S. Overseas Fund Ltd. 2,680,981 2.8%
O.S.S. Advisors LLC (2)
Schafer Brothers LLC (3)
Oscar S. Schafer (4)
Managed Account 73,363(5) 0.1%
Peter J. Grondin 800(6) 0.0%
Edward A Blechschmidt 0
Joachim V. Hirsch 0
Timothy D. Leuliette 0

Total 5,286,700 5.5%

(1) O.S.S. Capital Management LP serves as the investment manager and management
company to O.S.S. Overseas Fund Ltd., Oscar S. Schafer & Partners I LP and Oscar
S. Schafer & Partners II LP, and has investment discretion with respect to the
shares beneficially owned by those entities.

(2) O.S.S. Advisors LLC is the general partner of Oscar S. Schafer & Partners I
LP and Oscar S. Schafer & Partners II LP and as such is deemed to have
beneficial ownership of their shares.

(3) Schafer Brothers LLC, by virtue of being the general partner of the
Investment Manager, may be deemed to have shared voting power and shared
dispositive power with regard to, and therefore may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Exchange Act of 1934 (the
"Exchange Act")), the stock that the Investment Manager has investment
discretion with respect to.

(4) Oscar S. Schafer, by virtue of being the sole member of Schafer Brothers
LLC, may be deemed to have shared voting power and shared dispositive power with
regard to, and therefore may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Exchange Act), the stock that the Investment
Manager has investment discretion with respect to.

(5) Shares held for the benefit of a third party in a separately managed account
over which the Investment Manager has investment discretion.

(6) Peter J. Grondin, who serves as an equity analyst for O.S.S. Capital
Management LP and O.S.S. Advisors LLC, owns Shares in his personal account.

NOMINEE AGREEMENTS

Messrs. Blechschmidt, Hirsch and Leuliette have each entered into a
Nominee Agreement pursuant to which the Investment Manager has agreed to pay the
costs of soliciting proxies in connection with the 2008 Annual Meeting, and to
defend and indemnify each of the Nominees with respect to any losses that may be
incurred by them in the event they become a party to litigation based on their
nomination as candidates for election to the board of directors of the Company
and the solicitation of proxies in support of their election. By verbal
agreement, the OSS Group has agreed to pay each of the Nominees $50,000 in
consideration of their efforts from the date of their Nominee Agreement until
the date of the 2008 Annual Meeting. If elected, the Nominees will not receive
any compensation from the OSS Group, but will be entitled to such compensation
from the Company as is consistent with the Company's past practices for services
of non-employee directors.

INTERESTS OF THE PARTICIPANTS

Each member of the OSS Group and the Nominees has an interest in the
election of directors at the 2008 Annual Meeting as applicable: (i) indirectly
through the beneficial ownership (if any) of Common Stock and other securities
and/or (ii) pursuant to the Nominee Agreements.

Other than as disclosed in this proxy statement, there are no arrangements
or understandings between the OSS Group and any Nominee or any other person or
persons with respect to the nomination of the Nominees.

Other than as disclosed in this proxy statement, neither the OSS Group, any
of the other Nominees nor any of their respective affiliates, associates or
immediate family members, directly or indirectly:

o is, nor was within the past year, party to any contract, arrangement
or understanding with any person with respect to any securities of the
Company, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of
proxies;

o has had any relationship with the Company in any capacity other than
as a stockholder that would require disclosure herein;

o has any agreement, arrangement or understanding with respect to any
future employment by the Company or its affiliates;

o has any agreement, arrangement or understanding with respect to future
transactions to which the Company or any of its affiliates will or may
be a party; or have any material interest, direct or indirect, in any
transaction that has occurred since January 1, 2006 or any currently
proposed transaction, or series of similar transactions, to which the
Company or any of its affiliates was or is to be a party and in which
the amount involved exceeds $120,000; or

o is a party adverse to the Company or any of its subsidiaries or has a
material interest adverse to the Company or any of its subsidiaries in
any material legal proceeding.

The OSS Group has filed with the SEC statements on Schedule 13D, which
contain information in addition to that furnished herein. The Schedule 13D,
including amendments thereto, may be inspected at, and copies may be obtained
from, the public reference facilities maintained at the SEC at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can also be obtained upon
written request addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, DC 20549, at prescribed rates. You may obtain information on
the operation of the SEC's Public Reference Room by calling the SEC at (800)
SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov)
where reports, proxy and information statements and other information regarding
issuers and others that file electronically with the SEC may be obtained free of
charge.

PRINCIPAL STOCKHOLDERS

The following information is based on the Company's definitive proxy
statement filed with the SEC on March 26, 2008 and public filings made since by
certain holders of 5% or more of the Company's shares. To the OSS Group's
knowledge, the following tables summarize information with respect to ownership
of the outstanding Common Stock of the Company by (i) all persons known to the
OSS Group to own beneficially more than 5% of the outstanding Common Stock; (ii)
each director and named executive officer of the Company; and (iii) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each person in the table has sole voting and investment power of the
Common Stock listed as owned by such person.

SECURITY OWNERSHIP OF CERTAIN PRINCIPAL STOCKHOLDERS

Set forth below is the name, address and stock ownership of each person or
group of persons known by the OSS Group to own beneficially more than 5% of the
outstanding Common Stock, and is based on information provided by the beneficial
owner in public filings made with the SEC.

NUMBER PERCENT OF
OF SHARES OF OUTSTANDING
NAME AND ADDRESS COMMON STOCK(1) COMMON STOCK(1)
------------------------------------------ --------------- ---------------
Jeffrey L. Gendell (2) 9,432,617 9.8 %
55 Railroad Avenue
Greenwich, CT 06830

Lord, Abbett & Co. LLC (3) 8,217,337 8.6 %
90 Hudson Street
Jersey City, NJ 07302

Earnest Partners LLC (4) 6,903,437 7.2 %
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309

FMR Corp. (5) 6,487,700 6.8 %
82 Devonshire Street
Boston, MA 02109

O.S.S. Capital Management LP 5,285,900 5.5 %
598 Madison Avenue
New York, NY 10022

Ingalls & Snyder LLC (6) 5,079,385 5.3 %
61 Broadway
New York, NY 10006

-------------------------------------------------------------------------------

(1) "Number of Shares" is based on information contained in a Statement on
Schedule 13D, 13D/A, 13G or 13G/A filed with the SEC as indicated in footnotes
(2) through (6) below. The "Percent of Common Stock" is based on such number of
shares and on 95,834,233 shares of common stock issued and outstanding as of
February 29, 2008.

(2) Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on January 25, 2008. This Schedule 13G/A was also filed on behalf
of the following entities: Tontine Capital Partners, L.P.; Tontine Capital
Management, L.L.C.; Tontine Partners, L.P.; Tontine Management, L.L.C.; and
Tontine Overseas Associates, L.L.C.

(3) Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 14, 2008.

(4) Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on January 31, 2008.

(5) Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 14, 2008. This Schedule 13G/A was also filed on behalf
of the following persons or entities: Edward C. Johnson, 3d and members of his
family; FMR LLC; Fidelity Management & Research Company; Pyramis Global Advisors
Trust Company; and Fidelity International Limited.

(6) Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 7, 2008.

SECURITY OWNERSHIP OF MANAGEMENT

The following table contains information regarding the beneficial ownership
of shares of Hexcel common stock as of February 29, 2008 by Hexcel's current
directors, one director nominee who is not a current director and the executive
officers, and by all directors (including the director nominee who is not a
current director) and executive officers as a group.

NUMBER OF SHARES PERCENT OF
OF COMMON STOCK OUTSTANDING
BENEFICIALLY COMMON STOCK
NAME OWNED(1) (2)(3)
------------------------------------------ ---------------- ----------------
David E. Berges 1,568,903 1.6%
Joel S. Beckman 5,090(4) *
H. Arthur Bellows, Jr. 58,693 *
Lynn Brubaker 6,303 *
Jeffrey C. Campbell 18,791 *
Sandra L. Derickson 56,343 *
W. Kim Foster 2,132 *
Jeffrey A. Graves 1,658 *
David Hill 0 0%
David C. Hurley 6,261 *
David L. Pugh 9,394 *
William Hunt 273,727 *
Wayne C. Pensky 151,031 *
Ira J. Krakower 456,466 *
Robert G. Hennemuth 24,267 *
Andrea Domenichini (5) *
Mark I. Clair (5) *
Michael J. MacIntyre (5) *
All executive officers and directors
as a group (18 persons)(6) 2,667,480 2.8%

(1) Includes Shares underlying stock-based awards that either were vested as
of February 29, 2008, will vest within sixty days of that date or would vest
upon retirement of the individual. These Shares are beneficially owned as
follows: Mr. Berges 1,245,301; Mr. Beckman 5,090; Mr. Bellows 48,693; Ms.
Brubaker 3,500; Mr. Campbell 16,593; Ms. Derickson 26,757; Mr. Foster 2,132; Mr.
Graves 1,658; Mr. Hill 0; Mr. Hurley 6,261; Mr. Pugh 4,394; Mr. Hunt 170,810;
Mr. Pensky 137,135; Mr. Krakower 395,822; Mr. Hennemuth 17,039; all other
executive officers and directors as a group 2,344,588. None of the Company's
directors or named executive officers has directly pledged any of the Company's
Common Stock as security; however, a total of 10,000 Shares are held by Mr.
Bellows, and a total of 1,497 Shares are held by Mr. Hennemuth, in a margin
account.

(2) Based on 95,834,233 Shares issued and outstanding as of February 29, 2008.
As required by SEC rules, for each individual person listed in the chart the
percentage is calculated assuming that the Shares listed in footnote (1) above
for such person are outstanding, but that none of the other Shares referred to
in footnote (1) above are outstanding. In particular, Shares underlying
stock-based awards are deemed outstanding to the extent they are vested as of
February 29, 2008 or will vest within sixty days of that date, or would vest
upon retirement of the individual.

(3) An asterisk represents beneficial ownership of less than 1%.

(4) Includes 1,590 Shares underlying stock-based awards granted to Mr. Beckman
that are held for the benefit of Greenbriar Equity Group LLC. Mr. Beckman
disclaims beneficial ownership of these Shares.

(5) Share ownership of Ms. Domenichini, Mr. Clair and Mr. McIntyre has not
been disclosed by the Company in its preliminary proxy materials.

(6) Calculated by subtracting shares owned by Mr. Forsyth and Mr. Shaulson,
former employees, from the 3,014,985 total for all executive officers and
directors as a group disclosed in the Company's preliminary proxy materials.

VOTING AND PROXY PROCEDURES

The enclosed WHITE proxy card may be executed only by holders of record of
Shares on the Record Date. If you were a stockholder of record on the Record
Date, you will retain your voting rights at the 2008 Annual Meeting even if you
sell your Shares after the Record Date. Accordingly, it is important that you
vote the Shares held by you on the Record Date, or grant a proxy to vote your
Shares on the WHITE proxy card, even if you sell your Shares after the Record
Date. The Shares represented by each WHITE proxy card that is properly executed
and returned to the OSS Group will be voted at the 2008 Annual Meeting in
accordance with the instructions marked thereon. If you have signed the WHITE
proxy card and no marking is made, you will be deemed to have given a direction
to vote all of the Shares represented by the WHITE proxy card FOR (i) the
election of all of our Nominees and for the candidates who have been nominated
by the Company other than Joel S. Beckman, Lynn Brubaker and David C. Hurley
and (ii) the ratification of the Board's appointment of the Accountants as the
Company's independent registered public accounting firm for 2008. There is no
assurance that any of Hexcel's nominees will serve as directors if any of the
OSS Group's Nominees are elected to the Board. In addition, a proxy card will be
voted in the proxy holders' discretion with respect to such other matters as may
properly come before the meeting.

If you hold your Shares in the name of one or more brokerage firms, banks
or nominees, only they can vote your Shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a WHITE proxy card representing your
Shares to be signed and returned. The OSS Group urges you to confirm in writing
your instructions to the person responsible for your account and to provide a
copy of those instructions to The OSS Group, c/o MacKenzie Partners, Inc. 105
Madison Avenue, New York, New York 10016, so that we will be aware of all
instructions given and can attempt to ensure that those instructions are
followed.

REVOCATION OF PROXIES

Any stockholder of record may revoke or change his or her proxy
instructions at any time prior to the vote at the 2008 Annual Meeting by:

o submitting a properly executed, subsequently dated WHITE proxy card
(including an Internet or telephone vote) that will revoke all prior
proxy cards, including any GOLD proxy cards which solicit a proxy in
favor of all of the incumbent directors;

o attending the 2008 Annual Meeting and withdrawing his or her proxy by
voting in person (although attendance at the 2008 Annual Meeting will
not in and of itself constitute revocation of a proxy);

o following the voting instructions on the WHITE proxy card or the
voting instructions provided by your broker, bank or other holder of
record to properly submit a vote by Internet or telephone; which will
revoke all prior proxy cards, including any GOLD proxy cards; or

o delivering written notice of revocation either to the OSS Group c/o
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, or the Corporate Secretary of Hexcel at Two Stamford Plaza, 281
Tresser Boulevard, Stamford, Connecticut 06901, or any other address
provided by the Company.

Although a revocation is effective if delivered to the Company, the OSS
Group requests that either the original or a copy of any revocation be mailed to
the OSS Group c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New
York 10016, so that the OSS Group will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of our
Nominees as directors set forth herein have been received. The OSS Group may
contact stockholders who have revoked their proxies.

IF YOU PREVIOUSLY SIGNED AND RETURNED A GOLD PROXY CARD TO THE COMPANY, THE
OSS GROUP URGES YOU TO REVOKE IT BY (1) SIGNING, DATING AND RETURNING THE WHITE
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, (2) INSTRUCTING US BY
TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED, (3)
ATTENDING THE 2008 ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A
WRITTEN NOTICE OF REVOCATION TO THE OSS GROUP OR TO THE SECRETARY OF THE
COMPANY.

QUORUM AND VOTING

According to the Company's definitive proxy statement for the 2008
Annual Meeting, there are 95,855,771 Shares outstanding and entitled to vote at
the 2008 Annual Meeting. Only stockholders of record at the close of business on
the Record Date will be entitled to vote at the 2008 Annual Meeting. Each Common
Share has one vote. Stockholders of the Company will not have rights of
appraisal or similar dissenter's rights with respect to any matter to be acted
upon at the 2008 Annual Meeting. The presence, in person or by proxy, of holders
of Shares representing a majority of the outstanding Shares eligible to vote at
the 2008 Annual Meeting will constitute a quorum. Abstentions and broker
non-votes will be counted as present for purposes of determining whether a
quorum is present at the 2008 Annual Meeting. Assuming a quorum is present or
otherwise represented at the 2008 Annual Meeting, the ten nominees receiving the
highest number of votes cast will be elected. YOUR VOTE IS EXTREMELY IMPORTANT.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY OR
INSTRUCT US BY TELEPHONE OR VIA THE INTERNET TO VOTE FOR THE ELECTION OF THE OSS
GROUP'S NOMINEES SET FORTH IN THIS PROXY STATEMENT.

COST AND METHOD OF SOLICITATION

The OSS Group has retained MacKenzie Partners, Inc. to serve as an advisor
and to provide consulting and analytic services and solicitation services in
connection with the solicitation of proxies. For these services, MacKenzie
Partners, Inc. is to receive a fee of approximately $300,000, plus reimbursement
for its reasonable out-of-pocket expenses. The OSS Group has agreed to indemnify
MacKenzie Partners, Inc. against certain liabilities and expenses. Proxies may
be solicited by mail, courier services, Internet, advertising, telephone,
facsimile or in person. It is anticipated that MacKenzie Partners, Inc. will
employ approximately 65 people to solicit proxies from stockholders for the 2008
Annual Meeting. MacKenzie Partners, Inc. does not believe that any of its
directors, officers, employees, affiliates or controlling persons, if any, is a
"participant" in this proxy solicitation or that Schedule 14A requires the
disclosure of certain information concerning MacKenzie Partners, Inc.

In addition, it is anticipated that the Nominees and certain regular
employees of the OSS Group will participate in the solicitation of proxies in
support of our Nominees set forth in this proxy statement. Such employees will
receive no additional consideration if they assist in the solicitation of
proxies. Although no precise estimate can be made at the present time, the total
expenditures in furtherance of, or in connection with, the solicitation of
stockholders is estimated to be $900,000. As of the date hereof, the OSS Group
has incurred approximately $650,000 of solicitation expenses.

Costs related to this solicitation of proxies, including expenditures for
attorneys, accountants, public relations and financial advisors, proxy
solicitors, advertising, printing, transportation and related expenses will be
borne by the OSS Group. To the extent legally permissible, the OSS Group will
seek reimbursement from the Company for those expenses if any of our Nominees is
elected. The OSS Group does not currently intend to submit the question of such
reimbursement to a vote of the stockholders.

CERTAIN INFORMATION ABOUT THE COMPANY

Hexcel Corporation is a Delaware Corporation with its registered office
located at the Corporation Trust Center, 1209 Orange Street, Wilmington Delaware
19801. The Company's principal executive office is located at 281 Tresser
Boulevard, Stamford Connecticut 06901. The Company is subject to the
informational requirements of the Exchange Act, as amended, and in accordance
therewith is required to file reports, proxy statements and other information
with the SEC. Reports, registration statements, proxy statements and other
information filed by the Company with the SEC can be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, DC 20549. Documents filed electronically by the Company are also
available at the SEC's website (http://www.sec.gov).

OTHER INFORMATION

Certain information regarding the 2008 Annual Meeting, as well as
procedures for submitting proposals for consideration at the 2009 annual meeting
of stockholders, is required to be contained in the Company's proxy statement.
Please refer to the Company's proxy statement to review this information. The
OSS Group does not make any representation as to the accuracy or completeness of
the information contained in the Company's proxy statement.

Dated: March 28, 2008

ANNEX A

TWO YEAR TRANSACTION HISTORY OF EACH PARTICIPANT

The following tables set forth all transactions in securities of the
Company effected during the past two years by each of the Participants, as
applicable. Unless otherwise noted, all such transactions were effected in the
open market with the personal or corporate funds or working capital of the
respective Participant. The Shares are held in either cash accounts or margin
accounts in the ordinary course of business, and otherwise, no part of the
purchase price or market value of such Shares is represented by funds borrowed
or otherwise obtained for the purpose of acquiring or holding such securities.

Oscar S. Schafer & Partners II LP

Trade Date Amount Purchased (Sold) Price per Share ($)
------------ ---------------------- -------------------
6/16/2006 56,630 17.09
6/27/2006 182,649 15.54
6/27/2006 91,324 15.55
6/29/2006 314,098 15.58
7/25/2006 80,586 14.77
3/7/2007 102,408 18.60
10/30/2006 (10,704) 15.97
10/30/2006 (34,456) 16.13
10/30/2006 (45,160) 16.13
10/30/2006 (22,455) 16.13
10/30/2006 (30,444) 16.13
11/3/2006 (64,365) 15.67
11/3/2006 (11,857) 15.67
3/7/2007 8,750 18.49
3/8/2007 98,108 19.17
3/8/2007 17,296 19.04
3/9/2007 129,715 19.40
3/9/2007 21,619 19.38
3/12/2007 108,095 19.64
3/13/2007 108,095 19.23
3/14/2007 43,238 18.73
3/16/2007 64,857 19.21
3/19/2007 64,857 19.32
3/20/2007 64,857 19.92
4/12/2007 36,730 19.95
4/24/2007 74,237 21.50
4/25/2007 68,360 21.91
4/26/2007 46,605 21.62

10/17/2007 111,667 22.10
10/22/2007 11,167 20.27
10/22/2007 151,058 20.63

Oscar S. Schafer & Partners I LP

Trade Date Amount Purchased (Sold) Price per Share ($)
------------ ---------------------- -------------------
6/16/2006 7,234 17.09
6/27/2006 17,351 15.54
6/27/2006 8,676 15.55
6/29/2006 30,055 15.58
7/25/2006 5,744 14.77
10/30/2006 (988 15.97
10/30/2006 (3,152) 16.13
10/30/2006 (4,140) 16.13
10/30/2006 (2,050) 16.13
10/30/2006 (4,140) 16.13
10/30/2006 (487) 16.13
11/3/2006 (5,955) 15.67
11/3/2006 (1,752) 15.67
3/7/2007 11,609 18.60
3/7/2007 820 18.49
3/8/2007 9,196 19.17
3/8/2007 1,621 19.04
3/9/2007 12,159 19.40
3/9/2007 2,027 19.38
3/12/2007 10,133 19.64
3/13/2007 10,133 19.23
3/14/2007 4,053 18.73
3/16/2007 6,080 19.21
3/19/2007 6,080 19.32
3/20/2007 6,080 19.92
4/12/2007 3,440 19.95
4/24/2007 6,954 21.50
4/25/2007 6,403 21.91
4/26/2007 4,754 21.62
10/17/2007 9,896 22.10
10/22/2007 990 20.27
10/22/2007 2,413 20.63

O.S.S. Overseas Ltd.

Trade Date Amount Purchased (Sold) Price per Share ($)
------------ ---------------------- -------------------
6/16/2006 136,136 17.09
6/29/2006 55,847 15.58
7/14/2006 150,000 14.79
7/14/2006 350,000 14.57
7/25/2006 313,670 14.77
10/30/2006 (13,308) 15.97
10/30/2006 (37,392) 16.13
10/30/2006 (50,700) 16.13
10/30/2006 (25,495) 16.13
10/30/2006 (79,680) 16.13
10/30/2006 (35,249) 16.13
11/3/2006 (2,790) 15.67
11/3/2006 (50,700) 15.67
11/3/2006 (51,581) 15.67
3/7/2007 111,283 18.60
3/7/2007 10,667 18.49
3/8/2007 119,596 19.17
3/8/2007 21,083 19.04
3/9/2007 158,126 19.40
3/9/2007 26,354 19.38
3/12/2007 131,772 19.64
3/13/2007 131,772 19.23
3/14/2007 52,709 18.73
3/16/2007 79,063 19.21
3/19/2007 79,063 19.32
3/20/2007 79,063 19.92
4/12/2007 44,830 19.95
4/24/2007 90,609 21.50

Trade Date Amount Purchased (Sold) Price per Share ($)
------------ ---------------------- -------------------
4/25/2007 83,437 21.91
4/26/2007 48,641 21.62
10/17/2007 128,437 22.10
10/22/2007 12,843 20.27
10/22/2007 46,529 20.63

Peter J. Grondin

Trade Date Amount Purchased (Sold) Price per Share ($)
------------ ---------------------- -------------------
7/20/2006 200 $15.20
1/26/2007 600 18.10

SPECIAL INSTRUCTIONS

Please review this proxy statement and the enclosed materials carefully.
YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own.

1. If your Shares are registered in your own name, please sign, date and
mail the enclosed WHITE proxy card today to The OSS Group, c/o
MacKenzie Partners, Inc., in the postage-paid envelope provided or
instruct us by telephone or via the Internet today as to how you would
like your Shares voted (instructions are on your WHITE proxy card).

2. If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a WHITE proxy card with respect
to your Shares and only after receiving your specific instructions.
Accordingly, please contact the person responsible for your account
and instruct that person to execute and return on your behalf the
WHITE proxy card as soon as possible.

3. After signing and returning the enclosed WHITE proxy card, we urge you
NOT to return Hexcel's GOLD proxy card because only your latest dated
proxy card will be counted.

4. If you have previously signed and returned a GOLD proxy card to
Hexcel, you have every right to change your vote. Only your latest
dated proxy card will count. You may revoke any proxy card already
sent to Hexcel by signing, dating and returning the enclosed WHITE
proxy card in the postage-paid envelope provided. Proxies may also be
revoked at any time prior to exercise by: (i) attending the 2008
Annual Meeting and voting in person (although attendance at the 2008
Annual Meeting will not in and of itself constitute revocation of a
proxy), (ii) instructing us by telephone or via the Internet as to how
you would like your Shares voted (instructions are on your WHITE proxy
card) or (iii) delivering a written notice of revocation. The written
notice of revocation may be delivered either to the OSS Group c/o
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, or to the Corporate Secretary of the Company at Two Stamford
Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901-3238, or any
other address provided by the Company.

If you have any questions concerning this proxy statement, would like to
request additional copies of this proxy statement or need help voting your
Shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Stockholders Call Toll-Free: (800) 322-2885
Banks and Brokers Call Collect: (212) 929-5500

SEE REVERSE SIDE

FOR THREE EASY WAYS TO VOTE.

TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE

-------------------------------------------------------------------------------

COMMON

PROXY SOLICITED BY THE OSS GROUP

2008 Annual Meeting of Stockholders of Hexcel Corporation
May 8, 2008

The undersigned hereby appoints Oscar S. Schafer and Peter J. Grondin
as proxy for the undersigned and authorizes them to represent and vote, as
designated, all of the shares of common stock of Hexcel Corporation (the
"Company" or "Hexcel") that the undersigned would be entitled to vote if
personally present at the 2008 Annual Meeting of stockholders of Hexcel,
including any adjournments, postponements, reschedulings or continuations
of such meeting or any meeting held in lieu thereof (the "2008 Annual
Meeting"). IF YOU VALIDLY EXECUTE AND RETURN THIS PROXY CARD WITHOUT
INDICATING YOUR VOTE ON THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE
VOTED FOR SUCH PROPOSALS (EXCEPT YOU WILL NOT BE DEEMED TO VOTE FOR THE
ELECTION OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED UNDER
PROPOSAL 1). THIS PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH
RESPECT TO ALL PROPOSALS.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

-------------------------------------------------------------------------------

PROXY SOLICITED BY THE OSS GROUP

2008 Annual Meeting of Stockholders of Hexcel Corporation
May 8, 2008

YOUR VOTE IS IMPORTANT

Please take a moment now to vote your shares of Hexcel Corporation
common stock for the upcoming Annual Meeting of Stockholders.

PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF THREE WAYS:

1. VOTE BY TELEPHONE - Please call toll-free in the U.S. or Canada at
(888) 693-8683, on a touch-tone telephone. Please follow the simple
instructions.

2. VOTE BY INTERNET - Please access HTTP://WWW.CESVOTE.COM, and
follow the simple instructions.

You may vote by telephone or Internet 24 hours a day, 7 days a week. Your
telephone or Internet vote authorizes the named proxies to vote your shares in
the same manner as if you had marked, signed and returned a proxy card.

3. VOTE BY MAIL - If you do not wish to vote by telephone or over the
Internet, please sign, date and return the proxy card in the envelope
provided.

TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
-------------------------------------------------------------------------------

COMMON

THE OSS GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE OSS
GROUP'S NOMINEES LISTED IN PROPOSAL 1.

PROPOSAL 1 -- To elect Edward A. Blechschmidt, Joachim V. Hirsch and
Timothy D. Leuliette to the Board.

FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES [ ] FOR ALL EXCEPT [ ]

The OSS Group intends to use this proxy to vote (i) FOR Messrs. Blechschmidt,
Hirsch and Leuliette and (ii) FOR the candidates who have been nominated by
Hexcel to serve as directors other than Joel S. Beckman, Lynn Brubaker and
David C. Hurley for whom the OSS Group is NOT seeking authority to vote for and
WILL NOT exercise any such authority. There is no assurance that any of Hexcel's
nominees will serve as directors if any of the OSS Group's nominees are elected.

NOTE: IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED "FOR" A PARTICULAR OSS
GROUP NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE
NOMINEE(S) YOU DO NOT SUPPORT ON THE LINE BELOW. YOUR SHARES WILL BE VOTED FOR
THE REMAINING OSS GROUP NOMINEE(S). YOU MAY ALSO WITHHOLD AUTHORITY TO VOTE
FOR ONE OR MORE ADDITIONAL HEXCEL NOMINEES BY WRITING THE NAME OF THE
NOMINEE(S) BELOW.

PROPOSAL 2 -- To ratify the Board's appointment of PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2008.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

The OSS Group does not object to stockholders voting for Proposal 2.

In their discretion, the herein named attorneys and proxies are authorized to
vote upon such other matters as may properly come before the 2008 Annual
Meeting, of which such persons are not made aware within a reasonable period of
time prior to the 2008 Annual Meeting.

-------------------------------------------------------------------------------

Dated:

------------------------------------
Signature

------------------------------------
Title or Authority

------------------------------------
Signature (if held jointly)

Please sign exactly as name appears
hereon. If shares are registered in
more than one name, the signature of
all such persons should be provided. A
corporation should sign in its full
corporate name by a duly authorized
officer, stating his or her title.
Trustees, guardians, executors and
administrators should sign in their
official capacity, giving their full
title as such. If a partnership, please
sign in the partnership name by an
authorized person. The proxy card votes
all shares in all capacities.

PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE TODAY.

--------------------------------------------------------------------------------

IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE WITH VOTING YOUR
WHITE PROXY CARD, OR NEED ADDITIONAL COPIES OF PROXY
MATERIAL, PLEASE CALL MACKENZIE PARTNERS
AT THE PHONE NUMBERS LISTED BELOW.

MACKENZIE
PARTNERS, INC.

105 Madison Avenue
New York, NY 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
--------------------------------------------------------------------------------