Lionel Names New Chief Executive Officer

New York, October 12, 2001 Lionel L.L.C. announced today the appointment of William L. Bracy as Chief Executive Officer. He will assume his new position as of October 15, 2001.

Mr. Bracy was most recently President and COO of Bell Sports. During his three year-tenure with Bell Sports, he significantly reduced overhead, improved productivity, while greatly increasing sales and profits. Prior to Bell Sports, Mr. Bracy was Executive Vice President of Mattel in charge of their European businesses. Before Mattel, he was President of Lenox Brands during which time Lenox expanded their china, crystal and silver businesses into numerous gift and collectibles categories.

Early in his career, Mr. Bracy was on the corporate financial staff of General Mills, conducting a broad range of acquisition and business analyses. Two years later, Mr. Bracy joined Fundimensions in Michigan which was a hobby/craft subsidiary of General Mills, including Lionel. There he worked closely with operating managers on their financial reporting and new product development activities. In December 1976, Mr. Bracy was appointed product manager, responsible for Lionel Power Passers and MPC model kits. He later went on to become assistant controller for the company.

"We are very pleased that Bill has decided to return to Lionel where we expect he will be a very powerful leader of our executive team," said Greg Feldman, Managing Partner of Wellspring Associates L.L.C., owners of Lionel L.L.C. "His strong financial management, operational discipline, and leadership skills, combined with his experience at successful and profitable companies will contribute significantly to leading Lionel into its next phase of growth."

Bracy said, "I'm excited to return to Lionel after twenty plus years. Throughout that time, I've followed the innovative introductions of product and technology. Im looking forward to working with Dick Maddox over the coming months to achieve a smooth transition. We've discussed the significant interest and investment so many customers, collectors, and operators have in Lionel. As our company now enters its second century, our objectives will focus on ongoing improvement in products and services to make owners and operators even more enthusiastic about Lionel trains."

About Lionel

Lionel L.L.C. is one of the worlds leading marketer of model trains and accessories. Established in 1900, the Lionel name is the most widely recognized brand name in the industry and one of the most recognized brands in America. Lionel has been at the center of every major innovation in toy train manufacturing since its inception.

Today Lionel continues to be the market-leading innovator in the toy train industry with such technology leadership in total layout management and operating systems called TrainMaster Command Control. Lionel has also been at the forefront of the most advanced sound capability in the market today with its Railsounds sound system. Lionel sells its products through a nationwide distributor and dealer network, the largest in existence today.