Exhibit 99.5

                                 Asbestos Primer

Asbestos-related litigation has been a fact of life in American courts for three
decades.  Asbestos  mining  concerns  and  companies  that made  products out of
asbestos fibers were the first defendants, and the plaintiffs were those who had
worked at those companies.

But a series of court  rulings  over the years  created a legal  framework  that
permitted  the expansion of the  defendant  list to hundreds of companies  whose
products  contained  asbestos and allowed the number of  plaintiffs  to climb to
more than 500,000.

Asbestos  is a  fibrous  mineral  once  widely  used  as  insulation  and a fire
retardant. Few people today need worry about exposure to asbestos fibers, but it
has  been  estimated  that  as  many  as 25  million  workers  were  exposed  to
asbestos-containing  products  on the job until  asbestos  was phased out in the
1970s.

Prolonged  exposure  to high  levels of asbestos  dust can cause  asbestosis  (a
fibrous scarring of the lung), which can be life-threatening,  and mesothelioma,
a usually fatal cancer of the lining of the chest wall.

Most of those exposed will not get sick.  But since these diseases don't show up
for 20 to 40  years  after  exposure,  there is no way to know  whether  someone
exposed  years  ago will get sick  years  from  now.  Scientists  estimate  that
mesothelioma, the most serious illness caused by asbestos, will continue through
2050.

Today, by some estimates more than 6,000 American  corporations  have been named
as asbestos  defendants and the courts,  overwhelmed  with asbestos cases,  have
attempted to stem the tide by aggregating  hundreds and even thousands of claims
into a single case.

It has been  estimated  that the ultimate  number of  plaintiffs  will reach 2.5
million or more and that asbestos litigation will continue for another 50 years.

The litigation has had a profound impact on virtually every manufacturing sector
of the economy, prompting many in Congress to call for a legislative remedy. But
past attempts at asbestos-related tort reform have failed.

Many legal experts say the U.S. is in the midst of an asbestos litigation crisis
as a result of certain key court rulings. Courts have ruled that:

- -    claimants who allege a significant injury need not prove direct exposure to
     a specific product as long as they can show an asbestos-containing  product
     was used at a past work site.

- -    workers who are not sick can sue if they can show they were heavily exposed
     to asbestos.  About half of heavily exposed workers develop scarring of the
     lung tissue,  although they are not physically impaired,  not sick, and may
     never get sick. In fact, those with no scarring are as likely to get sick.



- -    if a worker was exposed to a number of asbestos-containing products made by
     various companies at various work sites, all the companies can be sued. Any
     one company  that has the ability to pay can be held liable for 100 percent
     of the damages.

- -    companies that never made  asbestos-containing  products can be held liable
     if they bought other  companies that made  asbestos-containing  products in
     the past. Under this "successor liability" the parent company is liable not
     only to extent of the assets of the company acquired,  but to the extent of
     the assets of the parent as well.

"Thus," wrote Lester  Brickman,  professor at the Benjamin N. Cardozo  School of
Law, in a recent essay, "the successor  companies were held liable, not only for
the acts they did not commit, but also for the consequences of the acts of their
acquired  companies that they were not aware of at the time of the acquisitions,
and indeed, of which they could not have been aware."

Over the last 25 years,  over 300,000 asbestos cases against numerous  companies
have been tried or settled, and $20 billion has been paid to asbestos claimants.
Nevertheless,  asbestos  filings  have  skyrocketed  in the last 5 years.  About
90,000 new asbestos cases were filed in 2001.

Most suits are filed by  plaintiffs  who said they once  worked  where  products
containing  asbestos  had been  present.  As many as 90 percent of new  asbestos
claims involve non-malignant  conditions. In most cases, these conditions do not
cause breathing impairment.

Today, asbestos defendants are a cross section of American industry,  including
automobile manufacturers, dealers, and repair shops; oil and chemical companies;
railroads;   ship   operators;   construction   and   maintenance   contractors;
manufacturers of industrial boilers and refractory products;  gasket and packing
manufacturers; and installers and distributors.

Given  the  current  legal  framework  supporting  asbestos  cases,  many  large
companies are finding that the most  efficient  and equitable  approach to their
asbestos-related  litigation  is to  negotiate  a  global  settlement  with  the
plaintiffs' attorneys that ends their exposure to asbestos litigation now and in
the future.

Several such  settlements  have been  accomplished  under the  supervision  of a
federal bankruptcy court.