Federal-Mogul to Buy Bendix Friction Materials

    SOUTHFIELD, Mich., and MORRIS TOWNSHIP, N.J., Jan. 30 -- Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) today announced it has
entered into a letter of intent to acquire Honeywell's Bendix
friction materials business.  Consummation of the acquisition will be
conditional upon Honeywell receiving a bankruptcy court-issued permanent
injunction shielding it from all current and future asbestos liabilities
related to Honeywell's worldwide friction materials business.
    The completion of the acquisition is subject to Bankruptcy Court approval
and customary conditions, including obtaining any governmental approvals, and
will occur after Federal-Mogul emerges from Chapter 11.  Federal-Mogul, its
United States subsidiaries, and certain of its United Kingdom subsidiaries
voluntarily filed for financial restructuring under Chapter 11 of the U.S.
Bankruptcy Code in October 2001.
    Federal-Mogul Chairman and Chief Executive Officer Frank Macher said:
"This acquisition represents a unique way, given our Chapter 11 status, to
grow our core product base and position Federal-Mogul to emerge from its
bankruptcy proceedings a stronger company."
    Under terms of the transaction, Federal-Mogul would acquire Bendix's
worldwide friction materials business, with the exception of certain U.S.-
based assets, subject to certain liabilities.  For up to two years following
the closing, Honeywell will continue to operate certain of its U.S.-based
plants to manufacture friction materials on a contract basis for Federal-
Mogul.  Federal-Mogul will obtain the rights to the Bendix and Jurid brand
names for friction products.  Honeywell would retain the right to use the
Bendix brand name in its aerospace business.
    The Bendix friction materials business is a part of Honeywell's
Transportation & Power Systems group.