Cypress Group to Acquire Automotive Aftermarket Group of Dana Corporation.

NEW YORK -- The Cypress Group and Dana Corporation (NYSE: DCN) have signed a definitive agreement whereby Cypress will acquire the Automotive Aftermarket Group of Dana Corporation for consideration of approximately $1.1 billion in cash. The transaction is expected to close during the third quarter of 2004 and is subject to customary closing conditions including regulatory approvals.

With 2003 net sales of approximately $2.0 billion, Dana's Automotive Aftermarket business is one of North America's leading producers of automotive replacement products with leading positions in the brake, filter, and steering and suspension segments, supported by a well-known portfolio of brands.

Michael Finley, Managing Director of Cypress, said, "We look forward to working with the management of Dana's Automotive Aftermarket Group as they continue to focus on the higher growth segments of their market. We are pleased that Terry McCormack, John Washbish, and their team have agreed to continue with the company. Together, we look forward to growing and nurturing the company's long-standing relationships with its extensive customer base by delivering the premium products and services they require."

Mr. McCormack, President of the Automotive Aftermarket Group, said, "We are excited to begin the next chapter of our company's history as an independent entity, focused exclusively on the aftermarket customer. Cypress brings significant experience in our industry to the table and strongly supports our strategic direction. Their prior success investing in the automotive industry, most notably in Lear Corporation, gives us tremendous confidence in their role as our new partner."

Mr. Finley added, "Our keen interest in Dana's Automotive Aftermarket Group has been supported by our institutional relationship with Larry McCurdy and Joe Onorato, the former CEO and CFO respectively, of Echlin Inc. Larry and Joe have agreed to serve as directors of our new investment in support of management's strategic plan and its important customer base. We look forward to growing the company and the value of our investment in partnership with the company's 13,000 employees in 52 locations worldwide."

The Cypress Group is a New York based private equity group which manages two private equity funds with more than $3.5 billion in commitments. Cypress invests in privately negotiated transactions, targeting operating businesses and investing with management to foster continued growth. Investments made by Cypress include Cinemark, Inc.; AMTROL, Inc.; Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC; MedPointe Inc.; Montpelier Re Holdings, Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow Mix Company; Financial Guaranty Insurance Company (FGIC); and Communications & Power Industries, Inc. The Cypress website address is: www.cypressgp.com.

Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicles. Delivering on a century of innovation, the company's continuing operations employ approximately 45,000 people worldwide dedicated to advancing the science of mobility. Founded in 1904 and based in Toledo, Ohio, Dana operates technology, manufacturing, and customer-service facilities in 30 countries. Sales from continuing operations totaled $7.9 billion in 2003. The company's Internet address is: www.dana.com.