Delphi to Acquire Eaton Vehicle Switch/Electronics Division

        $300 Million Acquisition Provides Platform for Growing Switch
                   And Electrical Architecture Capabilities

    TROY, Mich., March 12 Delphi Automotive Systems today announced its 
intent to purchase the Vehicle Switch/Electronics Division (VS/ED) of 
Eaton Corp. for $300 million.  The acquisition will broaden Delphi's 
market-leading electrical systems capability.
    
    According to Rodney O'Neal, president of Delphi's Safety, Thermal &
Electrical Architecture sector and executive vice president, the acquisition
is expected to be financially accretive in its first full year of ownership
and positions the company to profitably grow its switch business sales in
automotive and other market segments.  The acquisition also diversifies
Delphi's customer base, significantly strengthens its product portfolio and
further shifts its manufacturing and engineering footprint toward high-tech
electrical products, he said.
    
    "Uniting Eaton's extensive switch portfolio -- including its leading
position in mechatronic devices -- and solid book of business with Delphi's
strong systems integration capabilities, prepares us to gain switch market
share and offer new product solutions to our customers," said O'Neal.  Subject
to government and regulatory approvals, and other conditions, Delphi and Eaton
expect to complete the transaction at the end of the first quarter.

 
    Switch Business Growth & Customer Diversification

    Delphi estimates value of the global automotive switch market is currently
$3.8 billion, and based on available industry data, Delphi is forecasting the
market to exceed $7 billion by 2010.  Eaton's automotive switch sales totaled
approximately $320 million in 2000.

    "This transaction will position Delphi among the top three automotive
switch companies in a market that is forecast to have solid growth rates,"
said James A. Spencer, Delphi vice president and president, Delphi Packard
Electric Systems.  Primary customers of the VS/ED include DaimlerChrysler,
Ford, General Motors, PSA, BMW, Rover and VW Group.

    Stronger Switch Portfolio

    VS/ED applications include switches for steering column systems,
instrument panels, consoles, overhead systems, lighting centers, electronic
controllers, door systems and hidden switches.  VS/ED is a market leader in
mechatronic switches, or smart switches, used in complex electromechanical
applications such as power-assisted windows, remote keyless entry and other
features.  The newly combined portfolio will enable Delphi to offer customers
new solutions in modular cockpits, doors and overhead systems.

    The transaction complements Delphi's previous switch partnerships and
acquisitions.  Ventures that have added capability to Delphi's switch
portfolio include the 1996 purchase of Merit GmbH & Co.'s switch business in
Europe and a 1998 joint venture with Daesung Electric in South Korea.  Delphi
also purchased a minority equity stake and signed a licensing agreement with
Duraswitch(R) Industries Inc. last year, that provides Delphi a
platform to apply its exclusive license of Duraswitch technology in the
automotive industry.  In February, Delphi earned a contract with National
Seating to provide switches for a future heavy-duty truck seat, its first
application using Duraswitch technology.

    "The combination of our switch operations with VS/ED is very positive for
Delphi and will enable us to continue to offer superior customer and sales
support, as well as a very strong presence in the global automotive switch
industry," said Spencer.  "Leveraging the combined engineering expertise
strengthens our overall switch capability and positions us well for additional
growth in both automotive and new markets, such as consumer goods, computers
and recreational vehicles."

    Diversified Manufacturing and Engineering Footprint

    Eaton's VS/ED currently has its global and North American headquarters in
Downer's Grove, Ill., and European headquarters in Illkirch, France.  The
division also operates:
    *  Manufacturing facilities in Langenlonsheim, Germany; Barcelona, Spain;
Gdansk, Poland; Matamoras, Mexico; and Sao Jose dos Campos, Brazil;
    *  Engineering facilities in Downer's Grove, Illkirch and Langenlonsheim;
and,
    *  Employs approximately 3,850 people worldwide, including more than 200
engineers.
    "VS/ED has bright, dedicated people and we look forward to them joining
the Delphi team," Spencer said.