<PAGE>

                                                                    EXHIBIT 99.1

                                                      [PRESTOLITE ELECTRIC LOGO]

DATE:          November 17, 2003

TO:            Distribution

FROM:          P. Kim Packard

SUBJECT:       CODE OF BUSINESS ETHICS AND CONDUCT
               STANDARD POLICY AND PROCEDURE NO. 001

Prestolite's success is dependent upon our fundamental commitment to integrity.
This commitment goes beyond strict adherence to the many laws which regulate our
business. Each of us must act in accordance with high ethical standards which
requires that we respect the rights of others and conduct ourselves with a
commitment to honesty and fairness.

Ethics are the accepted basis upon which our performance of our duties will be
judged by others. The failure to adhere to ethical practices results in damage
to our business, ourselves, our customers and suppliers, and there is a
possibility that such conduct may violate applicable laws.

The purpose of this code is to clearly articulate the policies of Prestolite and
to provide standards to guide each of us in our day-to-day work and business
activities. Voicing ethical concerns about proposed conduct will not raise any
threat to your career, however, the participation in, or the condoning of
unethical or illegal acts can have devastating effects on the individual
involved and on the Company.

While those persons in positions of authority have a special responsibility to
adhere to and assure ethical and legal conduct, each employee must apply ethical
standards in the performance of his or her duties on the job.

I expect every employee to carefully read and become familiar with this document
and apply the ethical standards to his or her work. If you have any questions
about how the ethical standards apply, discuss such issues with your
supervisors. I am certain that each of you will uphold Prestolite's commitment
to integrity.

P. Kim Packard
President and Chief Executive Officer

<PAGE>

         STANDARD POLICY AND PROCEDURE

SUBJECT:
               BUSINESS ETHICS AND CONDUCT                   STANDARD POLICY
                                                              AND PROCEDURE
                                                                 NUMBER:
                                                                  001

SUPERSEDES:            01/01/03             EFFECTIVE DATE:      01/01/04
NAME:             P. K. PACKARD             TITLE:             PRESIDENT/CEO

I.       Statement of Commitments

         In the conduct of our business, we will focus on five key
         relationships: (1) customers, (2) suppliers, (3) fellow employees, (4)
         shareholders, and (5) our communities. The following expresses our
         commitments and the ideals which we will apply to those key groups.

         1.       Customers

                  We owe a first responsibility to our customers to provide
         products and services of the highest quality.

                  We will strive to understand the needs and standards of our
         customers in order to develop and continuously improve world class
         products which can be sold to our customers at competitive prices while
         making a fair profit.

                  We will respond promptly and courteously to our customers'
         needs and requests by honestly and accurately fulfilling our
         commitments to them.

                  We will not participate in unethical conduct which damages our
         relationship with our customers or gives them a basis or reason for
         changing to another supplier.

         2.       Suppliers

                  We will give prospective suppliers a chance to compete fairly
         for our business while making a fair profit.

                  We will select suppliers who provide the highest quality at
         the lowest total cost.

                  We will work with our suppliers so that they can understand
         our needs, and will cooperate with them in programs which reduce costs,
         improve quality, and create a long term relationship.


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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

         3.       Employees

                  We will respect dignity and rights of our coworkers by
         treating one another fairly and by performing our duties in a
         responsible manner.

                  We are committed to equal opportunity and affirmative action
         in our hiring and promoting practices.

                  We will listen to our coworkers and respect their opinion and
         experience. We will maintain an "open door" so that employees can
         express their view freely without fear of reprisal.

                  We will maintain a drug free and alcohol free work environment
         in accordance with the Drug-Free Work Place Act of 1988 and other laws.
         We will encourage and assist those employees with alcohol or chemical
         dependencies to enter appropriate treatment programs.

                  We will provide a clean, safe work place environment and
         provide the training necessary so that each employee can perform
         his/her job well. We will not permit conduct which encourages sexual
         harassment in the work place.

                  We will encourage teamwork among our employees and in their
         relationships with our customers and suppliers.

         4.       Shareholders

         We will pursue our growth and earnings objectives while always keeping
ethical standards at the forefront of our activities.

         We will protect the company's assets and trade secrets against
unauthorized use by competitors and our employees and will not improperly use or
solicit such confidential information owned by others.

         5.       Community

         We will be a responsible citizen in the community in which we live and
to the world community by conducting our business activities in moral, ethical,
and beneficial manner.

II.      Values

         In fulfilling our commitments, our employees are expected to be:

                          Dedicated and loyal to our company and to our country.
                          Law-abiding.
                          Responsible and reliable.
                          Truthful and accurate.
                          Fair and cooperative.
                          Committed to high standards.


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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

III.     Responsibilities

         All employees, regardless of position, are responsible for:

         -             Reviewing regularly their knowledge and understanding of
               the Prestolite Code, and of the Standards of Conduct set forth
               below.

         -             Upholding the Standards, and any related policies and
               procedures as part of the daily business conduct.

         -             Seeking help whenever the proper course of action is
               unclear or unknown.

         -             Remaining alert and sensitive to situations which could
               result in actions by any employee that are illegal, unethical, or
               violate the Standards or any related policies and procedures.

         -             Reporting violations of the Standards to those to whom
               responsibility for discipline has been assigned.

         -             Executing, where applicable, certifications that their
               conduct is in accordance with the Code and the Standards.

         -             Supervisors, regardless of levels of authority, have a
               special responsibility for the implementation of the Standards
               and will be measured in their performance for:

                  -    Assuring that all current and new employees under their
                       supervision receive a copy of the Code of Business Ethics
                       and Conduct and are trained in its meaning and
                       application.

                  -    Reviewing the knowledge and understanding of this
                       document by employees under their supervision and
                       ensuring that "refresher" programs are provided as
                       necessary.

                  -    Stressing to all employees in word and deed the need for
                       a continuing commitment to the Code.

                  -    Demonstrating their own commitment by conducting
                       themselves and managing their departments and the
                       activities of all employees under their supervision in
                       accordance with the Code.

IV.      Standards of Conduct

         1.       Conflicts of Interest

         A conflict of interest exists whenever an employee is able to further
any private (financial or otherwise) interest of the employee or a member of the
employee's immediate family by reason of his or her position and responsibility
with the Company. Potential conflicts of interest must be discussed with an
employee's manager so that the issues can be resolved. Employees should not
place themselves in a position which might give rise to the appearance that a
conflict exists.

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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

         Some examples of conflicts are where:

                  (a) An employee's investment or financial interest in, or
                  holding a position with, any supplier, customer or competitor
                  of the Company (except for an investment in 1% or less of the
                  publicly traded securities of a supplier or customer of the
                  Company).

                  (b) An employee's acceptance of or giving permission for a
                  member of the employee's immediate family to accept gifts or
                  favors of more than nominal value (approximately $50 or less)
                  from an actual or prospective customer, supplier or competitor
                  of the Company, or any governmental official or employee. This
                  does not preclude an employee's acceptance of reasonable
                  business entertainment, such as a lunch or dinner, or events
                  involving normal sales promotion, advertising or publicity.

      (c) Any employee's disclosure or use of confidential information gained by
reason of employment by the Company for profit or advantage for himself or
anyone else. This includes work on the employee's time on projects or businesses
which compete or will compete with the Company.

      (d) An employee's competition with the Company in the acquisition or
disposition of rights or property.

         2.       Improper Payments

                  Bribes, kickbacks and any other form of payoff, direct or
         indirect, are strictly prohibited. Corporate funds must not be paid to
         any representative of a government, labor union, customer or supplier
         for the purpose of improperly obtaining a government action or
         commercial benefit. Nor shall our employees accept such payments.

                  Commercial business entertainment which is reasonable in
         nature, frequency and cost is permitted. Such expenditures must
         withstand public ethical review and not violate the standards of the
         recipient's organization.

         3.       Political Contributions

         No funds or assets of the Company shall be used for federal
campaign contributions. No such funds or assets shall be used for state or local
political contributions, even where permitted by applicable state or local laws,
without the written approval of the Chief Executive Officer of the Company.
These prohibitions cover not only direct contributions but also indirect
assistance or support of candidates or political parties through purchase of
tickets to special dinners or other fund raising events, or the furnishing of
any other goods, services or equipment to political parties or committees.

         No funds or assets of the Company shall be used, directly or
indirectly, for political contributions outside the United States, even where
permitted by applicable local law, without prior written approval of the Chief
Executive Officer of the Company.

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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

         The above prohibitions apply only to the direct or indirect
use of corporate funds or assets for political purposes and are not intended to
discourage employees from making personal contributions to the candidates,
parties or committees of their choice. Under no circumstances shall employees be
reimbursed in any way for personal contributions.

         4.       Accurate Records and Reporting

                  The Company records must reflect an accurate and verifiable
         record of all transactions. The use of assets of the Company for any
         unlawful or improper purpose is strictly prohibited.

                  No undisclosed or unrecorded fund or asset of the company
         shall be established for any purpose.

                  No false or misleading entries shall be made in the books and
         records of the Company for any reason, and no employee shall engage in
         any arrangement that results in such prohibited act.

                  No payment on behalf of the Company shall be approved without
         adequate supporting documentation or made with the intention or
         understanding that any part of such payment is to be used for any
         purpose other than that described by the document supporting the
         payment. All cash transactions must be recorded in the Company's
         accounts.

                  Compliance with Generally Accepted Accounting Procedures and
         established internal controls is required at all times. Any questions
         on recording a transaction or possible measure must be brought to the
         attention of the Chief Financial Officer of the Company.

         5.       Confidential and Proprietary Information

                  Employees who gain access to and become knowledgeable about
         sensitive information that is confidential, private or proprietary and
         which is valuable to the Company are responsible for protecting the
         confidentiality of such information.

                  Use or disclosure of sensitive information will be for Company
         purposes only and not for personal benefit or the benefit of competing
         interests.

                  To preserve confidentiality, the disclosure of such
         information should be limited to those who have a need to know. The
         responsibility to keep such information confidential continues after
         the employees leave the Company.

                  Sensitive business information requiring protection includes
         customer lists, materials developed for in-house use, administrative
         and manufacturing processes, business plans, pricing strategies and any
         formulas, devices and compilations of information which give the
         Company a competitive advantage.

                  Each employee is responsible for protection of Company assets,
         which include the Company's investment in trade secrets, technology and
         other proprietary information as well as

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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

         physical property. Managers are responsible for setting up and keeping
         good controls to protect assets from loss or unauthorized use.

         6.       Antitrust

                  The antitrust laws of the United States and other countries
         must be strictly complied with in the Company's business.

                  A wide range of transactions or practices is prohibited under
         those laws. No agreement or understanding may be made with competitors
         to fix or control prices, to allocate products, markets or territories,
         to boycott certain customers or suppliers, or to refrain from or limit
         the manufacture, sale or production of any product.

                  The provisions of the antitrust statutes apply to both formal
         and informal communications. Employees involved in trade association
         activities or in other situations allowing for less formal
         communication among competitors, customers or suppliers are especially
         alert to the requirements of the law.

                  Anyone in doubt as to the application of the antitrust laws in
         the United States or overseas should immediately consult the Chief
         Executive Officer of the Company.

         7.       International Business

                  Special care must be taken to identify and accommodate the
         differences between international markets and those in the United
         States.

                  As a Company operating internationally, we encounter laws
         which may vary widely from those in the United States. These laws may
         on occasion conflict with one another. Local customs and practices with
         regard to business and social dealings may also vary from country to
         country. Our policy is to comply with all laws which apply in the
         countries where we do business. The laws of the United States and the
         foreign countries in which the Company does business must be obeyed.
         Furthermore, in countries where common business practices might be less
         restrictive than those outlined in these Standards, employees shall
         follow these Standards.

                  The Foreign Corrupt Practices Act and other U.S. laws prohibit
         the payment of any money or anything of value to a foreign official,
         foreign political party (or official thereof) or any candidate for
         foreign political office for purposes of obtaining, retaining or
         directing of business. The Company and its employees must strictly
         abide by these laws. Any violations, or any solicitations to violate,
         must be reported immediately.

                  The Foreign Corrupt Practices Act, although silent on the
         subject, is said not to prohibit so called "facilitating payments,"
         such as payments for expediting shipments through customs or placing a
         transoceanic telephone call, securing required permits, or obtaining
         adequate police protection - transactions which simply facilitate the
         proper performance of duties. While company policy does not prohibit
         such payments, employees are to seek advice in advance from

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<PAGE>

SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

         the Company's Chief Executive Officer in cases where facilitating
         payments may be involved. Any such facilitating payments must be
         properly accounted for in the Company's records.

         8.       Safety, Health and Environment

                  Safety & Health

                  The Company will provide a work place that is free from safety
         or health hazards or we will control such hazards to acceptable levels.

                  To help safeguard ourselves and others and our facilities, the
         Company will conduct and support research on the effects of such
         materials and products we handle or sell; share promptly any
         information it may obtain relative to any found hazard; conduct
         preventive safety and loss prevention and occupational health programs
         and require that equipment and operating practices meet the highest
         standards and conserve resources.

                  Environment

                  Prestolite Electric abides by all applicable health, safety
         and environmental laws and regulations in countries and communities
         where we operate, and where none exist, or those that do exist are
         considered inadequate, the Company will abide by its own high
         standards.

                  The Company is committed to environmental excellence in the
         design, manufacture, distribution, reuse and disposal of its products.

                  The Company will research the health, safety and environmental
         effects of its materials, products and operations and will share
         promptly any significant findings with employees, suppliers, customers,
         government agencies, appropriate scientific organizations and the
         public.

                  The Company will identify, control and endeavor to minimize
         the use of hazardous materials and will reduce wastes.

                  The Company will not continue to manufacture or distribute any
         product that has unacceptable environmental risks or costs.

                  The Company will conduct prevention and control programs to
         safeguard employees and the public and will review the effectiveness of
         these programs through its assurance process, environmental audit and
         other systems.

                  The Company will work with government and other organizations
         to develop realistic laws, regulations and standards to protect the
         public.

         9.       Quality and Testing

         The Company is committed to providing products to our customers of the
highest quality. In discharging such responsibility, our products must be
designed and manufactured to meet appropriate inspection, test and quality
criteria of our customers. The Company's management

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<PAGE>

SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

and employees shall faithfully perform the necessary tests to meet such
criteria, and provide accurate documentation in support of the testing. The
inspection and testing documentation must be complete, truthful and accurate.
Any certifications shall be given as required, and with the knowledge that a
false certification or a certification which willfully ignores the required
standards might subject the employee and the Company to civil or criminal
penalties.

         10.      Government Business

         The United States Government has enacted laws and regulations which
must be met by private contractors and subcontractors. These laws and
regulations are often harsh and impose strict requirements on contractors which
are significantly different and more extensive than those we encounter in our
commercial contracts.

                  Since these laws involve the public trust and their violation
         often involves criminal sanctions, it is essential that there be strict
         compliance with all laws and regulations - in both spirit and letter -
         in transacting business with the government.

                  In conducting government business, it is essential that the
         terms of the contract with the government be strictly complied with and
         no deviations or substitutions be made without the written approval of
         the contracting officer or other authorized representative.

                  The Trust in Negotiations Act requires government contractors
         to submit complete, current, accurate and verifiable factual
         information relating to contract negotiation and execution, called
         "cost or pricing data," up through the date of the agreement on the
         contract price. Dis-crepancies can lead to a claim of defective pricing
         that could result in financial penalties and possible criminal charges
         against the Company and the individuals involved.

                  Employees should be prepared during the negotiations process
         to explain the significance of all important facts concerning a
         contract proposal and to certify the accuracy of the factual
         information you provide. This should include vendor quotations, changes
         in production or purchasing volume, labor efficiency and other factors
         which might impact the cost initially or subsequently.

         Employees should take extra care in the preparation of "cost or pricing
data" before giving it to the personnel responsible for submitting the proposal
to the government. Any changes affecting the cost or pricing data must be
reported immediately.

                  Government Product Specifications and Testing

                  All materials and processes must conform exactly to the
         specifications called for in the contract. No substitutions (for
         example, foreign-made materials when domestic are specified) or
         deviations are permitted.

                  All testing and quality control requirements must be followed.
         These requirements cannot be changed, reduced or eliminated without
         proper authorization.

                  Any changes from the contract's requirements must have the
         prior written approval of an authorized government representative.

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<PAGE>

SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

                  Recording and Charging of Costs

                  Only those costs incurred in the performance of, or allocated
         to, a specific contract may be reimbursed by the government.
         Mischarging of costs is a serious offense.

                  Every effort must be made to ensure that all costs, both
         direct and indirect, are charged to the correct account. Any change of
         records, or transfer of costs for accounting purposes, must be
         documented and properly approved.

                  If an employee is required to sign a time card, his or her
         signature is a representation as to the accuracy of the information on
         the card. No one is authorized to permit or require an employee to
         deviate from appropriate charging practices.

                  Employees should immediately report any suspected deviations
         from proper charging practices.

                  Hiring of Former U.S. Government Employees

         The government has enacted specific rules to eliminate even the
appearance of a conflict of interest by former government employees who work for
government contractors. The Human Resources Department should be contacted prior
to discussing the employment, or possible retention as a consultant, of any
current or former government employee, whether military or civilian.

                  Both the Company and any employee or consultant who was a
         former government employee must comply with these rules while working
         on the Company's behalf.

V.       Assistance and Guidance

         1.       Assistance

                  Each employee shares the responsibility to protect the
         Company's reputation and integrity.

                  It takes courage to raise an ethical issue - especially if it
         involves a situation in an employee's work area. However, the Company
         will support any employee who carries out such responsibility.

                  The best course of action is to discuss ethical issues with
         someone. Employees should consult their manager, their Department head,
         or the Human Resources Department when they need assistance. Anyone
         contacted with a request for assistance shall take every practical and
         reasonable measure to ensure that the employee's relationship with the
         Company shall not be adversely affected as a result of the request.

         2.       Exceptions

                  No set of guidelines can cover all situations and the
         Standards may have exceptions.

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SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

                  If an employee encounters a situation where the application of
         the Standard contained in the Code seems inappropriate, the employee
         should consult his or her manager. The manager can consult with the
         appropriate approval authority to determine if any exception is in
         order. In case of doubt as to approval authority, the Chief Financial
         Officer should be consulted.

         3.       Compliance and Discipline

                  Each employee is responsible for understanding and complying
         with this Code of Conduct. Managers are responsible for assisting their
         personnel in the understanding of the Code. Managers are charged with
         being aware of the ethical business behavior of employees under the
         Manager's direction.

                  No employee will suffer any adverse action or career
         disadvantage for questioning a Company practice or reporting a
         suspected violation of this Code or other irregularity.

                  The Company will investigate possible violations. In doing so,
         it will respect the rights of all parties concerned.

                  The identity of employees reporting possible violations will
         be kept confidential - unless the Company is required to reveal it in
         order to enforce this Code or by applicable law or judicial process.

VI.      Monitory Compliance

                  It shall be the responsibility of all Company executives to
         insure proper dissemination of and compliance with the company's Code
         of Business Ethics and Conduct.

                  A copy of the Code and Standards shall be furnished to each
         employee of the Company.

                  Each attorney, consultant or advisor engaged by the Company to
         render services of other than a routine nature arising out of the
         Company's normal course of business, shall be furnished a copy of the
         Code and Standards. Such engagement shall be subject to the Code and
         Standards.

                  Any employee who has any questions regarding the Code and
         Standards should discuss the matter with the Human Resources
         Department. Any employee having a knowledge of any material violation
         shall report such matter to the Chief Financial Officer promptly after
         the attainment of such knowledge or belief. If, after reasonable
         investigation, the Chief Financial Officer considers such report to be
         with knowledge or reasonable belief that a material violation has
         occurred, the Chief Financial Officer shall forward such report in
         writing to the Chief Executive Officer. Appropriate disciplinary
         action, including (where appropriate) dismissal or criminal action can
         be instituted by the Chief Executive Officer (or designee) with respect
         to those involved in any violation.

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<PAGE>

SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

                  Each year all officers and senior executives of the Company
         and its operating subsidiaries and divisions shall be required to state
         in writing that they have no knowledge of any material violation of the
         Code and Standards, other than those violations, if any, which have
         previously been reported in accordance therewith; see sample letter
         attached as Addendum No. 1. The Manager of Corporate Human Resources
         shall be charged with the responsibility of obtaining and reviewing
         these statements.

                  The Company's internal audit group or its outside auditors
         shall, as a part of its regular auditing procedures, periodically audit
         the subsidiary's or division's records to determine compliance with the
         Code and Standards. The result of such audits shall be reported in
         writing to the Chief Executive Officer.

                  In reporting on their examination of the Company's financial
         statements, the Company's independent auditors shall be requested to
         state whether or not anything has come to their attention in the course
         of such examination which has led them to believe that the Code of
         Standards have not been met.

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<PAGE>

SUBJECT:     BUSINESS ETHICS AND CONDUCT                    STANDARD POLICY AND
                                                             PROCEDURE NO. 001
EFFECTIVE DATE:      JANUARY 1, 2004

                              ADDENDUM NO. 1 TO THE
                         BUSINESS ETHICS POLICY NO. 001
                                  ANNUAL REPORT

I have read and understand Prestolite Electric Incorporated's Code of Business
and Ethics and Conduct (including the incorporated Standards).

I recognize that it is my continuing responsibility to ensure that the Code and
Standards is brought to the attention of each employee under my supervision. I
have taken appropriate steps to discharge that responsibility. If a change in
circumstances occurs which should be reported in accordance with the Code and
Standards, I will promptly file a revised Report Letter.

I hereby certify that, to the best of my knowledge, neither I nor any such
employee nor any member of my immediate family has engaged in any activity or
has any interest which violates the letter or spirit of the Code and Standards
other than the possible or actual exceptions to the Code and Standards described
below:

Except (attach additional sheets if needed).

                                                       _________________________
                                                             Name (Printed)

                                                       _________________________
                                                               Signature

Dated:___________________

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