Knorr-Bremse Assumes Control of Bendix

January 24, 2002

Knorr-Bremse AG, Munich announced that it has assumed operational control of Bendix Commercial Vehicle Systems LLC from Honeywell International Inc.(HON) As part of the transaction, Knorr-Bremse acquired Honeywell's minority interest in Knorr-Bremse Systeme fur Nutzfahrzeuge GmbH of Munich, Germany and Knorr-Bremse Sistemas Para Veiculos Comerciasis Brasil Ltda of Sao Paulo, Brazil. The deal has passed review by U.S. regulatory authorities. The board of directors of
Honeywell and the supervisory board of Knorr-Bremse have given their approval for the transaction late last year.The move completes the Knorr-Bremse international network. Four Bendix development and manufacturing facilities -- three in the US and one in Mexico-- now join Knorr's 12 existing commercial vehicle development and production sites along with numerous sales companies in Europe and AsiaPacific. As a
result, the Knorr-Bremse Group worldwide workforce will total over 11,000 people, dedicated to the development, production and sales of its brake systems.

Local Management and Operations to Remain Intact There is no anticipated change to the local business leadership or to local business operations as a result of the ownership transition. Bendix, while fully integrated as a contributing member of the Knorr-Bremse Group,
will continue to conduct business operations as usual. Bendix employees were informed of the transaction close in a net meeting simultaneously broadcast throughout their locations earlier today. Dr. Rudolf Gerich, chairman of the executive board of Knorr-Bremse Systems for Commercial Vehicles, reiterated that the European Knorr-Bremse leadership is fully committed to supporting and advancing Bendix as a premier product and service provider for commercial vehicles