Defiance, Inc. Shareholders Reelect Two Directors, Approve Stock Option Plan at Annual Meeting

23 October 1998

Defiance, Inc. Shareholders Reelect Two Directors, Approve Stock Option Plan at Annual Meeting

    CLEVELAND, Oct. 23 -- Defiance, Inc. announced
that at its annual meeting today shareholders reelected two directors and
approved the Company's 1998 stock option plan.  Elected to serve three-year
terms were Jerry A. Cooper, president and chief executive officer of Defiance
and a director since 1992, and Richard W. Lock, managing director of Magnus
Associates, a management consulting firm based in Sylvania, Ohio, and formerly
vice president and treasurer of Owens-Illinois, Inc.  He has been a director
since 1989.
    Shareholders also approved a new stock option plan giving the board of
directors the authority to grant employees of the Company options to purchase
up to 500,000 common shares of stock over the next 10 years.  The new plan was
necessary because all options of the previous 1989 plan had been granted.
    "We are pleased that shareholders have approved the new plan," said
Cooper.  "The 1998 plan will continue to advance the interests of shareholders
by providing our employees the opportunity to acquire or increase their
personal equity interest in the Company.  This is important for several
reasons.  Our employees are responsible for achieving long-term growth in the
Company's earnings and for accomplishing our long-term business plan and
objectives.  The new plan fosters a common interest between these employees
and our shareholders by providing the employees with a significant incentive
to achieve these goals on behalf of shareholders.  In addition, the plan will
help us attract and retain highly qualified employees."
    Defiance, headquartered in Cleveland, manufactures specialty anti-friction
bearings and metal prototype dies and parts and provides testing and tooling
development services to the U.S. motor vehicle industry.  Defiance's Internet
address is http://www.defiance-inc.com.