AMENDMENT NO. 1 TO

        THE SECURITIES TRANSFER, RECAPITALIZATION AND HOLDERS AGREEMENT



          THIS AMENDMENT NO. 1 TO THE SECURITIES TRANSFER, RECAPITALIZATION AND

HOLDERS AGREEMENT, dated June 27, 2001 (the "Amendment"), is by and among DELCO

REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), COURT SQUARE

CAPITAL LIMITED, a Delaware corporation ("Court Square"), DRI GROUP LLC, a

Delaware limited liability company ("DRI Group"), the Individual Investors and

BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Purchaser").  The Company,

Court Square, DRI Group, the Individual Investors and the Purchaser are

sometimes referred to herein individually as a "Party" and collectively as the

"Parties."



                                   Background

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          A.  The Company, Court Square, DRI Group, World Equity Partners, L.P.,

a Delaware limited partnership ("WEP"), DRI Acquisition Corporation, a Delaware

corporation ("DRI Acquisition") and the Individual Investors are parties to that

certain Securities Transfer, Recapitalization and Holders Agreement, dated March

14, 2001 (the "Original Agreement").



          B.  The Original Agreement sets forth certain agreements and

understandings among the Parties thereto with respect to the stock of the

Company held by the Parties.



          C.  The Company, Court Square, WEP and the Purchaser have entered into

that certain Securities Purchase Agreement date of even date herewith (the

"Purchase Agreement").  Pursuant to the Purchase Agreement, Court Square shall

sell to the Purchaser, and the Purchaser shall purchase, 315,697.65 shares of

the Company's 12% Series A Cumulative Compounding Preferred Stock, par value

$.01 per share (the "Series A Preferred Stock") and 341,544.24 shares of the

Company's Class C Common Stock, par value $.001 per share, to the Purchaser and

WEP shall sell to the Purchaser, and the Purchaser shall purchase, the

144,707.31 shares of Series A Preferred Stock and the 156,554.70 shares of the

Company's Class B Common Stock, par value $.001 per share, obtained by WEP upon

exercise of that certain Stock Purchase Warrant issued on March 14, 2001 by the

Company to WEP.



          D.  In connection with, and as a condition to, the transactions

contemplated by the Purchase Agreement, the Parties now desire to amend the

Original Agreement in accordance with Section 8.1 thereof, as provided in this

Amendment.



                                     Terms

                                     -----



          In consideration of the mutual covenants contained herein and

intending to be legally bound hereby, the Parties hereby agree as follows:



                                      -1-

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  Section 1.    Defined Terms.  Capitalized terms not otherwise defined herein

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shall have the respective meanings ascribed to such terms in the Original

Agreement.



   Section 2.    Status of Purchaser.  Upon execution and delivery of this

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Amendment, the Purchaser shall become a party to the Original Agreement, shall

constitute an "Investor" for all purposes under Sections 3.5(b) and (c) (but in

no event under Section 3.5(a)), Article IV, Article VII, and Article VIII of the

Original Agreement and shall constitute an "Institutional Investor" for purposes

of Section 4.2 of the Original Agreement.



   Section 3.    Sale of the Company.  Section 4.4(a) of the Agreement is hereby

                 -------------------

stricken and replaced in its entirety with the following:



               "If the Board of Directors and holders of at least fifty percent

     (50%) of the outstanding Common Stock held by the Investors and their

     Permitted Transferees approve the sale of the Company to: (i) a non-

     affiliated third party, or (ii) an affiliate of either the Company or any

     stockholder of the Company in a transaction for the purpose of effecting a

     holding company reorganization in which the only consideration received by

     each Investor and Permitted Transferee consists of shares of capital stock

     of the holding company issued in such transaction (whether by merger,

     consolidation, sale of all or substantially all of its assets or sale of

     all or a majority of the outstanding capital stock) (an "Approved Sale"),

     each Investor and Permitted Transferee will consent to, vote for, raise no

     objections against, and waive dissenters and appraisal rights (if any) with

     respect to, the Approved Sale, and if the Approved Sale is structured as a

     sale of stock, each Investor and Permitted Transferee will agree to sell

     and will be permitted to sell all of such Investor's and Permitted

     Transferee's Common Stock on the terms and conditions approved by the Board

     of Directors and the holders of a majority of the Common Stock then

     outstanding.  Each Investor and Permitted Transferee will take all

     necessary and desirable actions in connection with the consummation of an

     Approved Sale."



   Section 4.    Right of First Refusal on Transfer of Securities owned by

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Purchaser.  The Agreement is hereby amended by adding a new Section 3.8

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immediately after Section 3.7 of the Agreement as follows:



          Section 3.8  Right of First Refusal.

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          (a)  Berkshire Hathaway Inc., a Delaware corporation ("Berkshire

     Hathaway"), any transferee who acquires Securities pursuant to this Section

     3.8, and any Permitted Transferee of Berkshire Hathaway (except a Permitted

     Transferee by virtue of Section 3.5(b)(iv) hereof) (each a "Transferor")

     shall not Transfer (other than in connection with a redemption or purchase

     by the Company) any Securities unless the Transferor receives a bona fide

     written offer (a "Transfer Offer") from a person or entity (the "Offeror")

     to purchase any or all of the Securities (the "Transfer Shares") then owned

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