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Delphi Signs Memorandum of Understanding To Sell Lighting Business to Palladium Equity Partners

10 March 1998

Delphi Signs Memorandum of Understanding To Sell Lighting Business to Palladium Equity Partners

                    Former Executive at Ford and Chrysler
                         To Head Newly Formed Company

    WARREN, Mich., March 10 -- Delphi Automotive Systems and
Palladium Equity Partners, a private investment firm, announced the signing of
a Memorandum of Understanding concerning the purchase of Delphi's lighting
business.  Details of the memorandum were not disclosed.  Delphi's 1997
lighting sales totaled approximately $665 million.
    Michael N. Hammes will be the chief executive officer of the new company.
Upon completion of the sale, Palladium intends for the business to adopt the
name Guide Corporation, marking a return to its historical roots.  The newly
formed company will be the largest independent manufacturer of automotive
forward and signal lamps in North America.
    Delphi currently operates lighting plants in Anderson, Ind. and Monroe,
La., and an engineering center in Anderson.  Employment totals approximately
4,000 employees.  The sale is expected to be completed by the end of June.
    Hammes, 56, has more than 25 years of senior-level experience in the
automotive industry, including manufacturing, product development,
engineering, marketing and finance.  He earlier served as President of
Chrysler International where he was responsible for launching the company's
re-entry into overseas markets and created a division with more than
$4 billion in annual sales.  He also held several senior executive posts at
Ford Motor Co., including President of the company's European truck business.
As President he was responsible for launching the Ford Transit, which has
remained the top-selling truck in Europe since it was introduced more than
10 years ago.
    Most recently, Hammes was Chairman and CEO of The Coleman Company, Inc., a
major manufacturer of camping equipment.  Earlier, he was Vice Chairman of the
Black & Decker Corp., where he was responsible for the company's worldwide
consumer products.
    "We are delighted by the incredible vote of confidence Delphi has given us
in allowing us to acquire its lighting operations," Hammes said.  "We are
confident the business can achieve incredible potential under independent
ownership, and we are looking forward to working with the employees and the
union to create a world-class manufacturing company."
    Delphi Interior & Lighting General Manager Rodney O'Neal indicated he
believes that with Hammes in charge of operations and the financial backing of
Palladium, the new company will be well-positioned to successfully operate the
lighting business.  "From the time we announced the potential sale, our
primary consideration in selecting a buyer is to assure our customers of high
quality and uninterrupted supply of our lamps," O'Neal said.  "We believe
Guide can meet our customer requirements, while providing employment in the
communities where we have operated facilities."
    Delphi Automotive Systems, with headquarters in Troy, Mich., USA, is the
world's most diversified supplier of automotive components and systems.  With
the recent integration of Delphi Delco Electronics Systems, Delphi operates
208 manufacturing facilities, 46 ventures and 27 technical centers in 36
countries.  Regional headquarters are located in Paris, Tokyo and Sao Paulo.
Delphi can be found on the Internet at http://www.delphiauto.com.
    The newly formed company will be financed with equity provided by
Palladium Equity Partners.  Palladium is a private investment firm dedicated
to making strategic investments in partnership with experienced operating
executives and management.  Palladium focuses on investing in targeted
industries, including the automotive components sector, where the firm can
utilize its senior-level management expertise to build world-class companies.

SOURCE  Delphi Interior & Lighting Systems