Eaton to Acquire Electrical Division of Delta plc.

Business Editors

CLEVELAND--(BUSINESS WIRE)--Dec. 9, 2002

Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) today announced it has signed an agreement to purchase the electrical division of Delta plc (LSE:DLTA) for 130 million pounds sterling ($205 million). The transaction is expected to close in early 2003, following regulatory review and the approval of Delta's shareholders.

The electrical division of Delta had 2001 sales of 229 million pounds sterling. For 2001, the division generated earnings before interest, taxes, depreciation and amortization (EBITDA) of 20.7 million pounds sterling. Delta's electrical division has 3,400 employees and is headquartered in the United Kingdom. Delta's major electrical brands include MEM, Holec, Bill, Home Automation, Elek and Tabula. The Delta business will be integrated into Eaton's Industrial and Commercial Controls segment.

"The acquisition of Delta's electrical division will greatly strengthen Eaton's ability to support our multinational customers in our electrical business," said Alexander M. Cutler, Eaton chairman and chief executive officer. "We will be adding well-recognized brands and distribution networks within key European and Asian markets."

Randy W. Carson, Eaton senior vice president and group executive for the Industrial and Commercial Controls segment, said, "Delta's electrical division has a long-established customer base and a well-recognized product line in several important markets outside of North America. We look forward to adding the knowledge and experience of the people in Delta's electrical division to Eaton's Industrial and Commercial Controls business."

Delta is an international industrial company headquartered in London with three main businesses and a total of 7,650 employees. The company had 2001 sales of 594 million pounds sterling. Delta's electrical products, systems and services are used for the control and distribution of medium and low voltage electricity to protect life, equipment and buildings. Its industrial galvanizers business provides hot dip galvanizing services for steel products in Australia, the Asia Pacific and North America. Its electrolytic manganese business manufactures and distributes electrolytic manganese dioxide to manufacturers of dry cell alkaline batteries worldwide. For more information, visit Delta's web site at www.deltaplc.com

Eaton is a global $7.3 billion diversified industrial manufacturer that is a leader in fluid power systems; electrical power quality, distribution and control; automotive engine air management and fuel economy; and intelligent truck systems for fuel economy and safety. Eaton has 48,000 employees and sells products in more than 50 countries. For more information, visit www.eaton.com.

Note to Editors: A news release regarding this transaction is also being issued today by Delta plc.

This news release contains forward-looking statements concerning an agreement to acquire the electrical division of Delta plc. These statements are subject to various risks and uncertainties, many of which are outside the company's control. The following factors could cause actual results to differ materially from those in the forward-looking statements: adverse regulatory decisions, Delta shareholder disapproval or failure to implement the integration plans. We do not assume any obligation to update these forward-looking statements.