Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)
FEDERAL-MOGUL GLOBAL INC., ) Case No. 01-10578 (JKF)
T&N LIMITED, et al.,(1) ) (Jointly Administered)
)
Debtors. )

FOURTH AMENDED JOINT PLAN OF REORGANIZATION (AS MODIFIED)

ARTICLE IX OF THIS PLAN AND THE ADDENDUM TO THE PLAN
PROVIDE FOR THE ISSUANCE OF A CHANNELING INJUNCTION UNDER SECTION 524(g) OF THE
BANKRUPTCY CODE THAT PERMANENTLY ENJOINS ALL PERSONS HOLDING ASBESTOS PERSONAL
INJURY CLAIMS FROM PURSUING A REMEDY AGAINST THE PROTECTED PARTIES
(AND, IN THE CASE OF THE ADDENDUM, THE PNEUMO PROTECTED PARTIES) AND CHANNELS T
HEM TO THE TRUST FOR RESOLUTION AND PAYMENT

(1) The U.S. Debtors (collectively, the "U.S. Debtors") are Carter
Automotive Company, Inc., Federal-Mogul Corporation, Federal-Mogul Dutch
Holdings Inc., Federal-Mogul FX, Inc., Federal-Mogul Global Inc., Federal-Mogul
Global Properties, Inc., Federal-Mogul Ignition Company, Federal-Mogul Machine
Tool, Inc., Federal-Mogul Mystic, Inc., Federal-Mogul Piston Rings, Inc.,
Federal-Mogul Powertrain, Inc., Federal-Mogul Products, Inc., Federal-Mogul
Puerto Rico, Inc., Federal-Mogul U.K. Holdings, Inc., Federal-Mogul Venture
Corporation, Federal-Mogul World Wide, Inc., Felt Products Manufacturing Co., FM
International LLC, Ferodo America, Inc., Gasket Holdings Inc., J.W.J. Holdings,
Inc., McCord Sealing, Inc., and T&N Industries Inc.

The United Kingdom Entities to which this Plan applies (collectively,
the "U.K. Debtors") are AE Piston Products Limited, Aeroplane & Motor Aluminium
Castings Limited, Ashburton Road Services Limited, Brake Linings Limited, Duron
Limited, Edmunds, Walker & Co. Limited, Federal-Mogul Aftermarket UK Limited,
Federal-Mogul Bradford Limited, Federal-Mogul Bridgwater Limited, Federal-Mogul
Camshaft Castings Limited, Federal-Mogul Camshafts Limited, Federal-Mogul
Engineering Limited, Federal-Mogul Eurofriction Limited, Federal-Mogul Friction
Products Limited, Federal-Mogul Global Growth Limited, Federal-Mogul Ignition
(U.K.) Limited, Federal-Mogul Powertrain Systems International Limited,
Federal-Mogul Sealing Systems (Cardiff) Limited, Federal-Mogul Sealing Systems
(Rochdale) Limited, Federal-Mogul Sealing Systems (Slough) Limited,
Federal-Mogul Sealing Systems Limited, Federal-Mogul Shoreham Limited, Federal
Mogul Sintered Products Limited, Federal-Mogul Systems Protection Group Limited,
Federal-Mogul Technology Limited, Ferodo Caernarfon Limited, Ferodo Limited,
Fleetside Investments Limited, F-M UK Holding Limited, Friction Materials
Limited, Greet Limited, Halls Gaskets Limited, Hepworth & Grandage Limited, J.W.
Roberts Limited, Lanoth Limited, Newalls Insulation Company Limited, TAF
International Limited, T&N Holdings Limited, T&N International Limited, T&N
Investments Limited, T&N Limited, T&N Materials Research Limited, T&N Piston
Products Group Limited, T&N Properties Limited, T&N Shelf Eighteen Limited, T&N
Shelf Nineteen Limited, T&N Shelf One Limited, T&N Shelf Seven Limited, T&N
Shelf Three Limited, T&N Shelf Twenty Limited, T&N Shelf Twenty-One Limited, T&N
Shelf Twenty-Six Limited, TBA Belting Limited, TBA Industrial Products Limited,
Telford Technology Supplies Limited, The Washington Chemical Company Limited,
Turner & Newall Limited, Turner Brothers Asbestos Company Limited, and
Wellworthy Limited. Unlike all the other U.K. Debtors, T&N Investments Limited
is a Scottish rather than English company and commenced administration in
Scotland in April 2002. Certain additional U.K. Affiliates of the U.S. Debtors
and U.K. Debtors have commenced chapter 11 cases but are not subjects of this
Plan.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS, CONSTRUCTION OF TERMS, AND EXHIBITS................................................1

1.1. Definitions.....................................................................................1
1.2. Other Terms....................................................................................32
1.3. Deemed Acts....................................................................................32
1.4. Exhibits.......................................................................................32

ARTICLE II TREATMENT OF ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS....................................32

2.1. Allowed Administrative Claims..................................................................32
2.2. No Double Payment of Administrative Claims.....................................................33
2.3. Special Provisions Relating to United States Customs and Border Protection.....................33
2.4. Priority Tax Claims............................................................................33
2.5. Treatment of Claims for Payment or Reimbursement of Professional Fees and Expenses.............33

ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS.........................................34

3.1. Federal-Mogul Corporation (Classes 1A through 1O)..............................................35
3.2. Federal-Mogul Piston Rings, Inc. ("FMPRI") (Classes 2A through 2P).............................44
3.3. Federal-Mogul Powertrain, Inc. ("FMPI") (Classes 3A through 3P)................................48
3.4. Federal-Mogul Ignition Company ("FMIC") (Classes 4A through 4P)................................51
3.5. Federal-Mogul Products, Inc. ("FMP") (Classes 5A through 5P)...................................55
3.6. T&N Limited ("T&N") (Classes 6A - 6P)..........................................................59
3.7. Federal-Mogul Ignition (U.K.) Limited ("FM Ignition")(Classes 7A - 7P).........................63
3.8. Federal-Mogul Systems Protection Group Limited ("FMSPG") (Classes 8A 8P).......................65
3.9. Federal-Mogul Aftermarket UK Limited ("FMAUK") (Classes 9A - 9P)...............................67
3.10. Federal-Mogul Sintered Products Limited ("FMSP") (Classes 10A - 10P)...........................68
3.11. Federal-Mogul Sealing Systems (Slough) Limited ("FMSS-Slough") (Classes 11A - 11P).............70
3.12. Federal-Mogul Friction Products Limited ("FMFP") (Classes 12A - 12P)...........................72
3.13. Federal-Mogul Sealing Systems (Rochdale) Limited ("FMSS-Rochdale") (Classes 13A - 13P).........75
3.14. Federal-Mogul Camshaft Castings Limited ("FMCC") (Classes 14A - 14P)...........................77
3.15. Federal-Mogul Bradford Limited ("Bradford") (Classes 15A - 15P)................................79
3.16. Federal-Mogul Camshafts Limited ("FM Camshafts") (Classes 16A - 16P)...........................81

3.17. Federal-Mogul Eurofriction Limited ("FMEL") (Classes 17A - 17P)................................83
3.18. Federal-Mogul Powertrain Systems International Limited ("Powertrain") (Classes 18A - 18P)......85
3.19. TBA Industrial Products Limited ("TBA-IP") (Classes 19A - 19P).................................87
3.20. Remaining Debtors..............................................................................89

ARTICLE IV THE TRUST.....................................................................................89

4.1. Establishment Of Trust.........................................................................89
4.2. Purpose of Trust...............................................................................89
4.3. Receipt Of Trust Assets........................................................................90
4.4. Discharge Of Liabilities To Holders Of Asbestos Personal Injury Claims.........................90
4.5. Special Provisions Applicable to the Reorganized Hercules-Protected Entities...................91
4.6. Special Provisions Relating to CVA Asbestos Claims............................................105
4.7. The Swiss Re Settlement.......................................................................106
4.8. Extension of Injunctions to Curzon and/or Its Reinsurers......................................106
4.9. Investment Guidelines.........................................................................106
4.10. Excess Trust Assets...........................................................................106
4.11. Trust Expenses................................................................................106
4.12. Selection Of The Initial Trustees.............................................................106
4.13. Advising The Trust............................................................................107
4.14. Trust Indemnity Obligations...................................................................107
4.15. Retrospective Insurance Premiums and Related Matters..........................................110

ARTICLE V EXECUTORY CONTRACTS AND UNEXPIRED LEASES......................................................110

5.1. Assumption And Rejection Of Unexpired Leases And Executory Contracts..........................110
5.2. Rejected Unexpired Leases And Executory Contracts.............................................111
5.3. Continuation Of Product Warranties............................................................112
5.4. Collective Bargaining Agreements and Retiree Benefit Plans....................................112
5.5. Damages Upon Rejection........................................................................113
5.6. Corporate Indemnities.........................................................................113

ARTICLE VI ACCEPTANCE OR REJECTION OF THE PLAN..........................................................114

6.1. Each Impaired Class Entitled To Vote Separately...............................................114
6.2. Acceptance By Impaired Classes Of Claims......................................................114
6.3. Acceptance Pursuant To Section 524 Of The Bankruptcy Code.....................................114
6.4. Presumed Acceptance Of Plan...................................................................115
6.5. Presumed Rejection Of Plan....................................................................115
6.6. Votes With Respect to U.K. Debtors............................................................115
6.7. Confirmability And Severability Of The Plan...................................................115

ARTICLE VII CONDITIONS TO CONFIRMATION AND EFFECTIVENESS................................................116

7.1. Conditions To Confirmation....................................................................116
7.2. Conditions To Effectiveness...................................................................118

ARTICLE VIII IMPLEMENTATION OF THE PLAN.................................................................119

8.1. Matters Involving the U.K. Debtors............................................................119
8.2. Continued Corporate Existence.................................................................120
8.3. Federal-Mogul Corporation Securities and Corporate Governance.................................120
8.4. Ownership and Management of Reorganized Debtors other than Reorganized Federal-Mogul..........126
8.5. Dissolution Of Inactive Debtor Subsidiaries...................................................127
8.6. Corporate Action..............................................................................127
8.7. Vesting of Assets.............................................................................127
8.8. Preservation of Rights Of Action..............................................................127
8.9. Setoffs.......................................................................................128
8.10. Reorganized Federal-Mogul Secured Term Loan Agreement.........................................128
8.11. Issuance of Reorganized Federal-Mogul Junior Secured PIK Notes................................128
8.12. Exit Facilities...............................................................................129
8.13. Effectuating Documents And Further Transactions...............................................129
8.14. Distributions Under the Plan..................................................................129
8.15. Distributions to Holders of Unsecured Claims Against U.S. Debtors.............................132
8.16. Implementation of Plans for Federal-Mogul Bradford Limited and Federal-Mogul Sealing Systems
(Rochdale) Limited............................................................................134
8.17. Objections to Claims Other than Asbestos Personal Injury Claims...............................134
8.18. Resolution of Asbestos Personal Injury Claims.................................................135
8.19. Settling Asbestos Insurance Companies.........................................................135
8.20. Release by Dan=Loc Group......................................................................135
8.21. Implementation of Environmental Settlements...................................................136
8.22. Implementation of Plan B Settlement With Pneumo Parties.......................................136
8.23. Effectiveness of Addendum.....................................................................140
8.24. Plan Support Agreement........................................................................141
8.25. Implementation of Owens-Illinois Settlement...................................................141
8.26. Implementation of Settlement Agreement with Certain Asbestos Property Damage Claimants........141
8.27. Implementation of MagneTek Settlement Agreement...............................................141
8.28. Dismissal of CNA Adversary Proceeding.........................................................141
8.29. Implementation of CIP Agreement and Controlling Effect Thereof................................141

ARTICLE IX INJUNCTIONS, RELEASES AND DISCHARGE..........................................................142

9.1. Discharge.....................................................................................142
9.2. Releases......................................................................................144
9.3. The Supplemental Injunction, The Third Party Injunction and The Asbestos Insurance Entity
Injunction....................................................................................145
9.4. Reservation Of Rights.........................................................................149
9.5. Disallowed Claims And Disallowed Equity Interests.............................................150
9.6. Exculpation...................................................................................150

ARTICLE X MATTERS INCIDENT TO PLAN CONFIRMATION.........................................................151

iii

10.1. No Liability For Tax Claims...................................................................151
10.2. No Successor Liability........................................................................151
10.3. Asbestos Insurance Actions and Asbestos In-Place Insurance Coverage...........................151
10.4. Insurance Neutrality..........................................................................152
10.5. Supersedeas Bond Actions......................................................................155
10.6. Institution And Maintenance Of Legal And Other Proceedings....................................155
10.7. Retention And Enforcement Of Trust Causes Of Action...........................................156
10.8. Sherrill Litigation...........................................................................156

ARTICLE XI MISCELLANEOUS................................................................................156

11.1. Jurisdiction..................................................................................156
11.2. General Retention.............................................................................157
11.3. Specific Purposes.............................................................................157
11.4. District Court Jurisdiction...................................................................159
11.5. Reservation of Rights.........................................................................159
11.6. Interpretation of Certain Terms...............................................................159
11.7. The Official Committees and The Future Claimants Representative...............................159
11.8. Revocation Of Plan............................................................................160
11.9. Modification Of Plan..........................................................................160
11.10. Certain Provisions Regarding Thornwood........................................................161
11.11. Modification Of Payment Terms.................................................................161
11.12. Entire Agreement..............................................................................161
11.13. Headings......................................................................................161
11.14. Administrative Claims Bar Date................................................................161
11.15. Governing Law.................................................................................162
11.16. No Interest...................................................................................162
11.17. Limitation On Allowance.......................................................................162
11.18. Estimated Claims..............................................................................162
11.19. Consent To Jurisdiction.......................................................................162
11.20. Successors And Assigns........................................................................162
11.21. Non-Debtor Waiver of Rights...................................................................162
11.22. Consistent United States Federal Tax Reporting................................................162
11.23. Duty to Cooperate.............................................................................163
11.24. Notices.......................................................................................163

Pursuant to 11 U.S.C. ss. 1121, the Debtors, the Unsecured Creditors
Committee, the Asbestos Claimants Committee, the Future Claimants
Representative, the Administrative Agent and the Equity Committee hereby jointly
propose the following Fourth Amended Joint Plan of Reorganization (As Modified)
in accordance with the provisions of Chapter 11, Title 11 of the United States
Code:

ARTICLE I
DEFINITIONS, CONSTRUCTION OF TERMS, AND EXHIBITS

1.1. Definitions. As used herein, the following terms shall have the
respective meanings specified below, unless the context otherwise requires:

1.1.1. 1930 Act means the Third Parties (Rights Against Insurers) Act 1930
of the United Kingdom.

1.1.2. 1930 Act Rights means rights (whether vested, future, contingent or
inchoate), (a) which have been or will be transferred to the holder of an
Asbestos Personal Injury Claim in respect of that Asbestos Personal Injury Claim
by operation of law under the 1930 Act, or any replacement thereof; and/or (b)
which are conferred by any law (whether of the United Kingdom or any other
jurisdiction), and which entitle the holder of an Asbestos Personal Injury Claim
to recover any sum in respect of that claim from any insurer of a Debtor whether
directly or by transfer or assignment of any rights under an insurance policy
under which a Debtor is insured; and/or (c) which are conferred by any law
(whether of the United Kingdom or any other jurisdiction), and which give the
holder of an Asbestos Personal Injury Claim any rights in relation to sums
recovered in respect of that Asbestos Personal Injury Claim by a Debtor under an
insurance policy under which that Debtor is insured.

1.1.3. 1997 Flexitallic Asset Purchase Agreement means that certain Asset
Purchase Agreement, dated as of April 11, 1997, by and among T&N plc,
Flexitallic Limited, Flexitallic Sealing Materials Ltd., Flexitallic, Inc.,
Goetze Vermogenswerwaltungs, GmbH, Flexitallic Canada Ltd., Ferodo a.s., Dan=Loc
Corporation, Dan=Loc Limited, Delta 72 Unternehmenswerwaltungs GmbH, Frederique
s.r.o., Dan=Loc (Canada) Ltd. and Dan=Loc Transitional, L.P.

1.1.4. Addendum means the Addendum of Additional Provisions Incorporated
Into Joint Plan of Reorganization (Pneumo Abex "Plan A" Settlement), together
with the exhibits thereto, filed with the Bankruptcy Court by the Plan
Proponents as Exhibit 1.1.4 to the Plan.

1.1.5. Administrative Agent means JPMorgan Chase Bank, N.A. (formerly The
Chase Manhattan Bank), as administrative agent under the Bank Credit Agreement.

1.1.6. Administrative Claim means any Claim for the payment of an
Administrative Expense.

1.1.7. Administrative Expense means (a) any cost or expense of
administration of the Reorganization Cases under Section 503(b) of the
Bankruptcy Code including, but not limited to (1) any actual and necessary
postpetition cost or expense of preserving the Estates or operating the
businesses of the Debtors, (2) any payment to be made under the Plan to cure a
default on an assumed executory contract or unexpired lease, (3) any
postpetition cost, indebtedness or contractual obligation duly and validly
incurred or assumed by the Debtors in the ordinary course of business, (4) any
valid and allowed reclamation claims in accordance with Section 546(c) of the
Bankruptcy Code, (5) compensation or reimbursement of expenses of professionals
to the extent allowed by the Bankruptcy Court under Sections 328, 330(a) or 331
of the Bankruptcy Code, (6) the Indenture Trustee fees and expenses under the
terms of the respective Indentures and pursuant to Section 8.14.6 of the Plan;
(7) all Claims arising under the DIP Facility; and (8) all Claims for adequate
protection authorized and entitled to administrative expense status pursuant to
the DIP Facility (and/or Final Orders approving prior debtor-in-possession
financing facilities for Federal-Mogul and its subsidiaries); and (b) any fee or
charge assessed against the Estates under 28 U.S.C. ss. 1930. Administrative
Expenses shall not include the fees or expenses of the Administrators and/or any
of their professionals or advisors, which shall be paid under the CVAs in
accordance with the U.K. Global Settlement Agreement.

1.1.8. Administrators means, in relation to a U.K. Debtor, the
administrators appointed by the U.K. Court from time to time in respect of that
U.K. Debtor.

1.1.9. Affiliate shall have the meaning ascribed to such term in Section
101(2) of the Bankruptcy Code, and when used with reference to any Debtor, shall
include, but not be limited to, each of the entities listed in Exhibit 1.1.9 to
the Plan.

1.1.10. Affiliate Claims means all prepetition Claims against any of the
Debtors held by a Debtor or non-Debtor Affiliate, or any interest held by such
entities in any property of the Debtors, but excluding Secured Claims, Equity
Interests and the Convertible Subordinated Debentures.

1.1.11. Affiliated Subsidiaries means the subsidiaries of the Debtors or
their Affiliates in which the Debtors or their Affiliates own greater than 5%
but less than 20% of the outstanding voting securities of such entity, each of
which is listed in Exhibit 1.1.11 of the Plan.

1.1.12. Allowed means:

1.1.12.1. With respect to any Claim other than an Administrative Claim, an
Asbestos Personal Injury Claim, a Bonded Claim or an Other U.K. Claim, any Claim
(a) that is specifically designated as Allowed under this Plan, (b) that has
been, or hereafter is, listed in the Schedules as liquidated in amount and not
disputed or contingent or (c) proof of which was timely filed in a liquidated
non-contingent amount with the Bankruptcy Court or its duly appointed claims
agent, or, in compliance with any order of the Bankruptcy Court regarding the
filing of a Proof of Claim and with respect to which either (i) no objection to
the allowance thereof has been filed within the applicable period of limitation
fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy
Court or (ii) the Claim has been allowed by a Final Order (but only to the
extent so allowed).

1.1.12.2 With respect to an Asbestos Personal Injury Claim other than a
Bonded Claim, the term "Allowed" shall not apply.

1.1.12.3. With respect to any Bonded Claim, any Claim that qualifies as a
Bonded Claim under the applicable definitions of the Plan, with respect to which
the Bankruptcy Court or other court of competent jurisdiction determines by
Final Order, or the applicable Debtor or Reorganized Debtor and the holder of
such Claim agree, that such holder is entitled to some or all of the proceeds of
the applicable supersedeas bond or other payment assurance (but only to the
extent so ordered or agreed). An Allowed Bonded Claim shall constitute a final,
non-appealable judgment determining the legal liability of the Debtors or their
Estates, as applicable.

1.1.12.4. With respect to any Claim that is asserted to constitute an
Administrative Expense (a) a Claim that represents an actual and necessary
expense of preserving the estate or operating the business of the Debtors, to
the extent such Claim is determined by the Plan Proponents to constitute an
Administrative Expense; (b) other than with respect to a Claim of a professional
person employed under Sections 327, 328 or 1103 of the Bankruptcy Code that is
required to apply to the Bankruptcy Court for the allowance of compensation and
reimbursement of expenses pursuant to Section 330 of the Bankruptcy Code, a
Claim that the Plan Proponents do not believe constitutes an Administrative
Expense, and such Claim is allowed in whole or in part by a Final Order of the
Bankruptcy Court and only to the extent that such allowed portion is determined
pursuant to a Final Order to constitute a cost or expense of administration
under Sections 503(b) and 507(a)(1) of the Bankruptcy Code; or (c) that
represents a Claim of a professional person employed under Sections 327, 328 or
1103 of the Bankruptcy Code that is required to apply to the Bankruptcy Court
for the allowance of compensation or reimbursement of expenses pursuant to
Section 330 of the Bankruptcy Code, to the extent such Claim is allowed by a
Final Order of the Bankruptcy Court under Section 330 of the Bankruptcy Code.

1.1.12.5. With respect to any Other U.K. Claim, (i) in the case of T&N
Limited, J.W. Roberts Limited and TAF International Limited, a Claim that is
non-contingent and is either (a) allowed in accordance with the provisions of
the CVA for the applicable U.K. Debtor or (b) is allowed by a Final Order of the
Bankruptcy Court; (ii) in the case of any U.K. Debtor other than T&N Limited,
J.W. Roberts Limited and TAF International Limited for which a CVA becomes
effective, a Claim that is non-contingent and is allowed in accordance with the
provisions of the CVA for such U.K. Debtor, and (iii) in the case of any U.K.
Debtor for which a CVA is not proposed or does not become effective, a Claim
that is non-contingent and that is allowed by a Final Order of the Bankruptcy
Court.

1.1.12.6. With respect to any Equity Interest, an Equity Interest held by
any Person as of the Record Date.

1.1.13. Allowed Amount means, with respect to any Claim, the amount in
which that Claim is Allowed, denominated in dollars (in the case of a U.S.
Debtor) or pounds sterling (in the case of a U.K. Debtor).

1.1.14. Ancillary CVAs means the company voluntary arrangements under Part
I IA 1986 which have been proposed by the Administrators of F-M UK Holding
Limited and Federal-Mogul Global Growth Limited in respect of those companies,
and which are attached to the Plan as Exhibit 1.1.14, as may be varied from time
to time.

1.1.15. Asbestos Claimants Committee means the Official Committee of
Asbestos Claimants appointed in the Reorganization Cases by the United States
Trustee.

1.1.16. Asbestos In-Place Insurance Coverage means any insurance coverage
to the extent to be utilized for the payment or reimbursement of liability,
indemnity or defense costs arising from or related to Asbestos Personal Injury
Claims or Trust Expenses under any Asbestos Insurance Policy or any Asbestos
Insurance Settlement Agreement.

1.1.17. Asbestos Insurance Action means any claim, cause of action, or
right of the Debtors or any of them, under the laws of any jurisdiction, against
any Asbestos Insurance Company, arising from or related to: (a) any such
Asbestos Insurance Company's failure to provide or pay under Asbestos In-Place
Insurance Coverage, (b) the refusal of any Asbestos Insurance Company to
compromise and settle any Asbestos Personal Injury Claim under or pursuant to
any Asbestos Insurance Policy, (c) the interpretation or enforcement of the
terms of any Asbestos Insurance Policy with respect to any Asbestos Personal
Injury Claim, or (d) any conduct of any Asbestos Insurance Company constituting
"bad faith" or other wrongful conduct under applicable law. Asbestos Insurance
Actions shall not include any disputes relating to the CIP Agreement, unless
otherwise provided in the CIP Agreement.

1.1.18. Asbestos Insurance Action Recoveries means (a) Cash derived from
and paid pursuant to Asbestos Insurance Settlement Agreements entered into prior
to the Effective Date attributable to any Asbestos Personal Injury Claim other
than reimbursement for payments made on account of Asbestos Personal Injury
Claims prior to the Petition Date, (b) the right to receive proceeds of Asbestos
In-Place Insurance Coverage and (c) the right to receive the proceeds or
benefits of any Asbestos Insurance Action.

1.1.19. Asbestos Insurance Company means any insurance company, insurance
broker or syndicate insurance broker, guaranty association or any other entity
that may have liability under an Asbestos Insurance Policy.

1.1.20. Asbestos Insurance Entity Injunction means the injunction described
in Section 9.3.3 of the Plan.

1.1.21. Asbestos Insurance Policy means any insurance policy (other than
the Hercules Policy and the EL Policies) in effect at any time on or before the
Effective Date naming any of the Debtors (or any predecessor, subsidiary, or
past or present Affiliate of any of the Debtors) as an insured, or otherwise
affording the Debtors indemnity or insurance coverage, upon which any claim has
been or may be made with respect to any Asbestos Personal Injury Claim. For the
avoidance of doubt, Asbestos Insurance Policy shall not include any Pneumo
Asbestos Insurance Policy (as defined in the Addendum).

1.1.22. Asbestos Insurance Settlement Agreement means any settlement
agreement with a Settling Asbestos Insurance Company relating to any Asbestos
Personal Injury Claim. For the avoidance of doubt, Asbestos Insurance Settlement
Agreement shall not include any settlement agreement related to or under any of
the Pneumo Asbestos Insurance Policies. For the further avoidance of doubt, the
CIP Agreement shall be an Asbestos Insurance Settlement Agreement.

1.1.23. Asbestos Insurer Coverage Defenses means all rights and defenses at
law or in equity that any Asbestos Insurance Company may have under any Asbestos
Insurance Policy or applicable law to a claim seeking insurance coverage;
provided, however, that the pursuit of such defenses shall be subject to the
terms of the Bankruptcy Insurance Stipulation (if applicable). Asbestos Insurer
Coverage Defenses include, without limitation, any defense based on the terms of
the Plan or the Plan Documents or the manner in which the Plan or Plan Documents
were negotiated, including but not limited to (i) the defense that Asbestos
Personal Injury Claims asserted against one Debtor cannot be tendered to nor
paid by insurers that have issued or subscribed Asbestos Insurance Policies to a
different Debtor and/or with respect to risks that are not insured under those
policies, (ii) defenses based on the provisions in the Plan, Plan Documents, and
any Order confirming the Plan relating to the treatment or handling of Vellumoid
and Fel-Pro Claims, and (iii) the defenses that excess insurers have no duty to
undertake the defense of any claim and have no duty to pay defense costs with
respect to claims that are not covered by any Asbestos Insurance Policy issued
or subscribed by them; but Asbestos Insurer Coverage Defenses do not include any
defense that the Plan or any of the Plan Documents do not comply with the
Bankruptcy Code. In the event that it is finally determined in the
Reorganization Cases that the Bankruptcy Code authorizes the Assignment (as
defined in the Bankruptcy Insurance Stipulation) by preempting any terms of
Asbestos Insurance Policies or provisions of applicable non-bankruptcy law that
otherwise might prohibit the Assignment, Asbestos Insurer Coverage Defenses
shall not include any defense that the Assignment is prohibited by the Asbestos
Insurance Policies or applicable non-bankruptcy law.

1.1.24. Asbestos Personal Injury Claim means a liquidated or unliquidated
claim against one or more of the Debtors, their non-Debtor Affiliates, or the
present or former officers, directors or employees of any of them, whether
asserted by agents or employees of the Debtors or their non-Debtor Affiliates or
any other Person or Entity, whether in the nature of or sounding in tort,
contract, warranty, employer liability or any other theory of law, equity or
admiralty, whatsoever, for, attributable to or arising under the laws of any
jurisdiction, by reason of, directly or indirectly, physical, emotional or other
personal injuries or other damages (including, without limitation, death)
caused, or allegedly caused, in whole or in part, directly or indirectly, by the
presence of, or exposure to, asbestos - including, but not limited to,
asbestos-containing products, automotive or industrial parts and components,
equipment, manufacturing processes, improvements to real property or materials
manufactured, sold, supplied, produced, specified, selected, distributed or in
any way marketed by one or more of the Debtors, their non-Debtor Affiliates or
the predecessors of any of them - and arising or allegedly arising, directly or
indirectly, from acts, omissions, business or operations of one or more of the
Debtors, their non-Debtor Affiliates or the predecessors of any of them, or any
other Entity for whose acts, omissions, business or operations any of the
Debtors have liability (to the extent of such Debtor's or Debtors' liability for
such acts, omissions, business or operations), including, but not limited to,
all claims, debts, obligations or liabilities for compensatory damages (such as,
without limitation, loss of consortium, medical monitoring, personal or bodily
injury, wrongful death, survivorship, proximate, consequential, general and
special damages) and punitive damages. Asbestos Personal Injury Claims shall
include, without limitation, (i) Indirect Asbestos Personal Injury Claims, (ii)
Demands, and (iii) any Claim or Demand based upon, arising under or attributable
to an asbestos personal injury settlement agreement or protocol entered into by
CCR on behalf of one or more of the Debtors. Notwithstanding the foregoing,
Asbestos Personal Injury Claims shall not include (i) Bonded Asbestos Personal
Injury Claims (but shall include the unsecured deficiency, if any, of any Bonded
Asbestos Personal Injury Claim), (ii) Asbestos Property Damage Claims, (iii) any
workers' compensation claim brought directly against a Debtor or a non-Debtor
Affiliate by a past or present employee of any U.S. Debtor under an applicable
workers' compensation statute, (iv) Hercules Claims, and (v) EL Claims Handling
Costs Claims.

1.1.25. Asbestos Personal Injury Expenses means all costs, taxes and
expenses of or imposed on the Trust attributable or allocable to Asbestos
Personal Injury Claims, including, but not limited to, trustee compensation,
employee compensation, insurance premiums, legal, accounting and other
professional fees and expenses, overhead, disbursements, and expenses relating
to the implementation of the Asbestos Personal Injury Trust Distribution
Procedures, but excluding payments to holders of Asbestos Personal Injury Claims
on account of such Claims or Demands, or reimbursements of such payments.

1.1.26. Asbestos Personal Injury Trust Distribution Procedures means the
Asbestos Personal Injury Trust Distribution Procedures substantially in the form
attached to the Trust Agreement, or as subsequently modified or amended.

1.1.27. Asbestos Property Damage Claim means a liquidated or unliquidated
Claim against, or any debt, obligation or liability of one or more of the
Debtors, arising under the laws of any jurisdiction, whether in the nature of or
sounding in tort, contract, warranty or any other theory of law, equity or
admiralty, for, attributable to or arising by reason of, directly or indirectly,
property damages (whenever suffered), including, but not limited to, diminution
in the value thereof, or environmental damage or economic loss caused or
allegedly caused, directly or indirectly, by asbestos - including, but not
limited to, asbestos-containing products, automotive or industrial parts and
components, equipment, manufacturing processes, improvements to real property or
materials manufactured, sold, supplied, produced, specified, selected,
distributed or in any way marketed by one or more of the Debtors or their
predecessors - and arising or allegedly arising, directly or indirectly, from
acts or omissions of one or more of the Debtors, or their predecessors,
including, but not limited to, all claims, debts, obligations or liabilities for
compensatory and punitive damages, and also including, without limitation, any
claim for contribution, reimbursement, subrogation or indemnity, whether
contractual or implied by law, attributable to Asbestos Property Damage Claims.
Asbestos Property Damage Claims shall exclude all Asbestos Personal Injury
Claims.

1.1.28. Asbestos Property Damage Claimants Committee means the Official
Committee of Asbestos Property Damage Claimants appointed in the Reorganization
Cases by the United States Trustee.

1.1.29. Bank Claims means any and all obligations, rights, claims or
interests, whether secured or unsecured, matured or unmatured, fixed or
contingent, including, but not limited to, principal, accrued and unpaid
interest, charges, costs, breakage fees, counsel fees, contingent reimbursement
obligations under unfunded or partially drawn letters of credit, and any and all
other rights to payment of money arising under, based upon or related to the
Bank Credit Agreement.

1.1.30. Bank Credit Agreement means that certain Fourth Amended and
Restated Credit Agreement and related Loan Documents as therein defined, dated
as of December 29, 2000, as such Agreement has been amended, supplemented or
otherwise modified from time to time thereafter among Federal Mogul, certain
Affiliate Debtors and non-Debtor Affiliates, a syndicate of lenders and the
Administrative Agent.

1.1.31. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C.
ss.ss. 101, et seq., as in effect on the Petition Date, together with all
amendments and modifications thereto that were subsequently made applicable to
the Reorganization Cases.

1.1.32. Bankruptcy Court means the United States Bankruptcy Court for the
District of Delaware.

1.1.33. Bankruptcy Insurance Stipulation means that certain Stipulation and
Agreed Order approved by the Bankruptcy Court in the Reorganization Cases by an
order entered on September 19, 2006 as docket no. 10606, by and between the
Debtors, certain Asbestos Insurance Companies, the Asbestos Claimants Committee
and the Future Claimants Representative, as such Stipulation and Agreed Order
may subsequently be amended and modified by agreement of the parties thereto.

1.1.34. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure
and the local rules of the Bankruptcy Court, as in effect on the Petition Date,
together with all amendments and modifications thereto that were subsequently
made applicable to the Reorganization Cases.

1.1.35. Bonded Asbestos Personal Injury Claim means an Asbestos Personal
Injury Claim evidenced by a judgment as to which, but only to the extent that, a
supersedeas bond or equivalent form of payment assurance was posted by a Debtor
as security for such Claim, and only to the extent that the Bankruptcy Court or
other court of competent jurisdiction determines by Final Order, or the
applicable Reorganized Debtor and the holder of such Bonded Asbestos Personal
Injury Claim agree, that such holder is entitled to some or all of the proceeds
of the supersedeas bond or other payment assurance.

1.1.36. Bonded Claim means any Bonded Asbestos Personal Injury Claim or
Bonded Non-Asbestos Claim, but shall not include the unsecured deficiency, if
any, of any such Claims.

1.1.37. Bonded Non-Asbestos Claim means any Claim, other than an Asbestos
Personal Injury Claim, evidenced by a judgment as to which, but only to the
extent that, a supersedeas bond or equivalent form of payment assurance was
posted by a Debtor as security for such Claim, and only to the extent that the
Bankruptcy Court or other court of competent jurisdiction determines by Final
Order, or the applicable Reorganized Debtor and the holder of such Bonded
Non-Asbestos Claim agree, that such holder is entitled to some or all of the
proceeds of the supersedeas bond or other payment assurance.

1.1.38. Business Day means any day other than a Saturday, Sunday or legal
holiday (as such term is defined in Bankruptcy Rule 9006(a)).

1.1.39. Cash means lawful currency of the United States of America and its
equivalents as to the U.S. Debtors, and pounds sterling and its equivalents as
to the U.K. Debtors.

1.1.40. CCR means the Center for Claims Resolution, a Delaware non-profit
corporation.

1.1.41. CCR Surety Bonds means Performance Bond No. 6066092 issued by
Safeco in favor of CCR, Performance Bond Nos. 103529126 and 103529229 REL issued
by Travelers in favor of CCR, and Performance Bond No. 929182983 issued by CNA
in favor of CCR.

1.1.42. Chester Street Claims has the same meaning as in the Principal
CVAs.

1.1.43. Chester Street Fund has the same meaning as in the Principal CVAs.

1.1.44. Chester Street Hercules Fund means those Hercules Recoveries
referred to in Section 4.5.12(c) Seventhly (ii)(3), the assets or investments
derived from those recoveries from time to time, and all accumulations of income
on or arising from those assets.

1.1.45. Chester Street Hercules Fund Costs has the same meaning as in the
Principal CVAs.

1.1.46. Chester Street Percentage means 4.76% or such other percentage as
may be agreed from time to time under Section 4.5.14.

1.1.46A. CIP Agreement means that certain Asbestos Bodily Injury Coverage
in Place Agreement dated October 30, 2007 by and among Felt Products
Manufacturing Co., Federal-Mogul Corporation, and certain insurers. As used
herein, the term CIP Agreement shall include all exhibits and documents attached
to the CIP Agreement. The CIP Agreement is an Asbestos Insurance Settlement
Agreement as defined in the Plan.

1.1.47. Claim shall have the meaning ascribed to such term in Section
101(5) of the Bankruptcy Code, and shall include, but not be limited to,
Asbestos Personal Injury Claims and interests other than Equity Interests.

1.1.48. Class means a category of Claims or Equity Interests pursuant to
the Plan, as such term is used and described in Section 1122 of the Bankruptcy
Code.

1.1.49. Collateral Trustee means the Persons serving as trustees of
collateral pledged as security for the Bank Claims, Noteholder Claims and Surety
Claims, as applicable, pursuant to, among other things, the Bank Credit
Agreement and related documents.

1.1.49A. Commutation Agreement means that certain Settlement Agreement and
Release attached to the CIP Agreement as Exhibit I thereto.

1.1.50. Company Specific Distribution Ratio means a ratio, the numerator of
which shall be the value of the referenced U.K. Debtor's assets as estimated on
Exhibit 1.1.50 to the Plan and the denominator of which shall be the Allowed
Amount of all Claims against the referenced U.K. Debtor other than U.S. Asbestos
Personal Injury Claims.

1.1.51. Confirmation or Confirmation of the Plan means the entry of an
order approving the Plan in accordance with Section 1129 of the Bankruptcy Code.

1.1.52. Confirmation Date means the date on which the Confirmation Order is
entered on the docket of the Bankruptcy Court.

1.1.53. Confirmation Hearing means the hearing(s) which will be held before
the Bankruptcy Court and/or District Court, as applicable, in which the Plan
Proponents will seek Confirmation of the Plan.

1.1.54. Confirmation Order means the order confirming the Plan pursuant to
Section 1129 and other applicable sections of the Bankruptcy Code.

1.1.55. Convertible Subordinated Debentures means the 7% Convertible Junior
Subordinated Debentures due 2027 in the original aggregate principal amount of
$575,000,000 issued by Federal-Mogul on December 1, 1997, and sold to
Federal-Mogul Financing Trust, the indenture trustee for which is currently The
Bank of New York.

1.1.56. Cooper means Cooper Industries, Ltd., a Bermuda company, and Cooper
LLC, together with any Affiliates thereof that asserted Claims against any of
the Debtors.

1.1.57. Cooper/Pneumo Escrow Account shall have the meaning set forth in
the Plan B Settlement Agreement.

1.1.58. Cooper/Pneumo Escrow Agreement shall have the meaning set forth in
Section 8.22.4.1(b) of the Plan.

1.1.59. Intentionally Omitted.

1.1.60. Cooper Claims shall mean any Claims asserted or that could be
asserted by Cooper in the Reorganization Cases against any of (a) Federal-Mogul,
(b) FMP, (c) F-M UK Holding Limited, (d) FM International LLC, and/or (e)
Federal-Mogul Global Growth Limited, including but not limited to those Claims
set forth in the proofs of claim filed by Cooper, on behalf of itself and its
Affiliates, dated (i) March 1, 2003 in the total liquidated claim amount of
$17,786,050.88, including alleged asbestos liabilities and defense costs
liquidated since October 1, 2001, (ii) July 12, 2004 (amending the proof of
claim dated March 1, 2003) in the total liquidated claim amount of
$104,382,778.41, including alleged asbestos liabilities and defense costs
liquidated as of May 31, 2004, (iii) November 2, 2004 (amending the proof of
claim dated July 12, 2004) in the total liquidated claim amount of
$135,075,462.42, including alleged asbestos liabilities and defense costs
liquidated as of November 1, 2004, and (iv) May 8, 2006 (amending the proof of
claim dated November 2, 2004) in the total amount of $479,542,188.86, including
alleged asbestos liabilities and defense costs liquidated as of March 31, 2006
and the alleged net present value of future claims.

1.1.61. Cooper LLC has the meaning set forth in Section 8.22.1 of the Plan.

1.1.62. CRU means the Compensation Recovery Unit established in the United
Kingdom under the U.K. Social Security (Recovery of Benefits) Act 1997.

1.1.63. Curzon means Curzon Insurance Limited, a company incorporated in
Guernsey whose principal place of business is St Julian's Court, St Peter's
Port, Guernsey GY1 4AT, in its capacity as insurer under the Hercules Policy.

1.1.64. CVA Asbestos Claim has the same meaning as in the Principal CVAs.

1.1.65. CVAs means the Principal CVAs and the Ancillary CVAs when referred
to together, and "CVA" means the company voluntary arrangement applicable to the
relevant U.K. Debtor under Part I of the IA 1986 and Part I of the IR 1986.

1.1.66. CVA Supervisors means, in relation to each of the CVAs, the
supervisors thereof or their duly appointed successors.

1.1.67. Dan=Loc Deed of Guarantee means that certain Deed of Guarantee,
dated as of April 11, 1997, by and among T&N plc, and Dan=Loc Corporation,
Dan=Loc, Inc., Dan=Loc Limited, Delta 72 Unternehmenswerwaltungs GmbH,
Frederique s.r.o., Dan=Loc (Canada) Ltd., Dan=Loc Investments, Inc. and Dan=Loc
Transitional, L.P.

1.1.68. Dan=Loc Deed of Special Indemnity means that certain Deed of
Special Indemnity, dated as of April 11, 1997, by and among T&N plc, Flexitallic
Limited, Flexitallic Sealing Materials Ltd., Flexitallic, Inc., Goetze
Vermogenswerwaltungs, GmbH, Flexitallic Canada Ltd., Ferodo a.s., Dan=Loc
Corporation, Dan=Loc Limited, Delta 72 Unternehmenswerwaltungs GmbH, Frederique
s.r.o., Dan=Loc (Canada) Ltd. and Dan=Loc Transitional, L.P.

1.1.69. Dan=Loc Group means Dan=Loc Corporation and its subsidiaries or
affiliates and their respective successors, including but not limited to, The
Flexitallic Group, Inc. and its subsidiaries and affiliates.

1.1.70. Dan=Loc Indemnified Indirect Asbestos Personal Injury Claims and
Demands means any Asbestos Personal Injury Claim or Demand that is both: (A)(i)
based upon exposure, occurring at any time, to an asbestos containing product
which was manufactured, distributed, or sold prior to April 11, 1997 by GHI or
any other Debtor, that has been, is or could be asserted against the Dan=Loc
Group or (ii) based upon exposure, prior to April 11, 1997, to asbestos present
in the internal or external fabric of any building owned or leased by GHI or any
other Debtor and which was acquired or leased by the Dan=Loc Group from GHI or
any other Debtor under the terms of the 1997 Flexitallic Asset Purchase
Agreement, that has been, is or could be asserted against the Dan=Loc Group; and
(B) is an "Asbestos Related Claim" (as such term is defined in the Dan=Loc Deed
of Special Indemnity) subject to indemnification by GHI under Section 2.2 of the
Dan=Loc Deed of Special Indemnity and Section 2.2 of the Dan=Loc Deed of
Guarantee (copies of which are attached hereto as Exhibit 1.1.70). Dan=Loc/GHI
Indemnified Asbestos Personal Injury Claims and Demands shall also include any
Asbestos Personal Injury Claims and Demands asserted in connection with any
asbestos containing product manufactured, distributed or sold by GHI or any
other Debtor prior to April 11, 1997, which Asbestos Personal Injury Claim also
alleges exposure to any asbestos containing product manufactured, distributed or
sold by the Dan=Loc Group on or after April 11, 1997, and which Asbestos
Personal Injury Claim is based upon exposure to asbestos from such product
during a period of time both prior to and after April 11, 1997, but only to the
extent of the percentage allocable to GHI or any other Debtor pursuant to and in
accordance with the sharing provisions set forth in Section 2.5 of the Dan=Loc
Deed of Special Indemnity; provided, however, that in no event shall Dan=Loc
Indemnified Indirect Asbestos Personal Injury Claims and Demands include any
Claims or Demands made against the Dan=Loc Group at any time after April 11,
2024.

1.1.71. Date of Finality has the meaning set forth in the Addendum.

1.1.72. Debtor HPE Asbestos Claim means, in respect of each Reorganized
Hercules-Protected Entity, an Asbestos Personal Injury Claim against the
relevant Reorganized Hercules-Protected Entity other than a CVA Asbestos Claim.

1.1.73. Debtor Insurance Claim means a Claim (other than an Asbestos
Personal Injury Claim) that is alleged to be covered by an insurance policy
issued or allegedly issued by an Asbestos Insurance Company.

1.1.74. Debtors means Federal-Mogul and its affiliated U.S. Debtors and
U.K. Debtors (or any of them as the context may require).

1.1.75. Debtors in Possession means the Debtors (or any of them as the
context may require) in their capacities as debtors in possession in the
Reorganization Cases.

1.1.76. Demand means a demand as such term is used and defined in Section
524(g)(5) of the Bankruptcy Code, including a demand for payment, present or
future, that (i) was not a Claim prior to the Effective Date; (ii) arises out of
the same or similar conduct or events that gave rise to an Asbestos Personal
Injury Claim or the Claims addressed by the Third Party Injunction or the
Asbestos Insurance Entity Injunction; and (iii) pursuant to the Plan, is to be
satisfied exclusively by the Trust.

1.1.77. DIP Facility means that certain Credit and Guaranty Agreement, as
amended from time to time, by, between and among certain of the U.S. Debtors and
a syndicate of lenders, with Citicorp USA, Inc. as administrative agent, and
those certain Tranche C Loans (as defined in the Final Order approving the DIP
Facility), which the Bankruptcy Court authorized through a Final Order entered
on May 24, 2007.

1.1.78. Disbursing Agent means Reorganized Federal-Mogul or any Person
selected by Reorganized Federal-Mogul (with approval of the Bankruptcy Court) to
hold and distribute the consideration to be distributed to the holders of
Allowed Claims (other than Allowed Asbestos Personal Injury Claims) or Allowed
Equity Interests under the Plan. Disbursing Agent does not include any Indenture
Trustee relating to the Notes or the Indentures.

1.1.79. Discharge Injunction means the injunction described in Section 1141
of the Bankruptcy Code and contained in Section 9.1.2 of the Plan.

1.1.80. Disclosure Statement means the Disclosure Statement Describing
Third Amended Joint Plan Of Reorganization, dated June 4, 2004, including all
exhibits, appendices, schedules and annexes attached thereto, as submitted by
the Plan Proponents pursuant to Section 1125 of the Bankruptcy Code and approved
by the Bankruptcy Court, as such Disclosure Statement may be further amended,
supplemented or modified from time to time (including the Supplemental
Disclosure Statement dated as of January 30, 2007).

1.1.81. Distribution Date means, when used with respect to an Allowed Claim
(other than an Asbestos Personal Injury Claim that is not a Bonded Asbestos
Personal Injury Claim), the date which is as soon as reasonably practicable
after the later of: (a) the Effective Date, and (b) the first Business Day of
the next calendar quarter after the date upon which the Claim becomes Allowed,
unless the Claim becomes Allowed within fifteen Business Days before the first
Business Day of the next calendar quarter, in which case the Distribution Date
shall be the first Business Day of the next succeeding calendar quarter.

1.1.82. District Court means the United States District Court for the
District of Delaware, or the unit thereof having jurisdiction over the matter in
question.

1.1.83. Effective Date means, and shall occur on, the date on which the
Debtors file notice with the Bankruptcy Court of the Effective Date, which
notice shall state that the conditions contained in Section 7.2 of the Plan have
been satisfied or waived, and on which date all acts, events, terms and
conditions contemplated under the Plan to occur on the Effective Date or as soon
as practicable thereafter shall be deemed to have occurred simultaneously.

1.1.84. EL Asbestos Insurance means employer's liability policies (other
than (i) (if the EL Scheme becomes effective before the EL Scheme Long Stop
Date) those that are the subject of the EL Settlement and (ii) the Hercules
Policy) that afford any of the U.K. Debtors rights of indemnity or insurance
coverage with respect to any Asbestos Personal Injury Claim asserted by an
employee or former employee relating to exposure to asbestos in the course of
such individual's employment.

1.1.85. EL Asbestos Insurance Expiry Date means the date upon which all of
the obligations of all the EL Insurers under all the EL Asbestos Insurance cease
to have effect, whether by commutation or otherwise.

1.1.86. EL Claims Handling Costs Claims has the same meaning as in the
Principal CVAs.

1.1.87. EL Insurer means any insurer (except, for the avoidance of doubt,
Curzon) providing employer's liability insurance cover (except, for the
avoidance of doubt, the Hercules Policy) to any of the U.K. Debtors.

1.1.88. EL Recoveries means all amounts received or recoverable in respect
of EL Asbestos Insurance.

1.1.89. EL Scheme means the scheme of arrangement proposed in the United
Kingdom by the Administrators of T&N Limited and certain other U.K. Debtors to
facilitate the distribution of the amounts to be received under the EL
Settlement to such persons who are scheme creditors under the terms of the EL
Scheme.

1.1.90. EL Scheme Long Stop Date means 31 May 2007 or such later date as
may be agreed in writing between the Administrators of T&N or, if T&N has ceased
to be in administration, the CVA Supervisors with respect to T&N and the U.K.
Asbestos Trustee.

1.1.91. EL Settlement means the settlement of the proceedings HC02C01451
which were commenced against Royal & Sun Alliance Insurance Plc and the Brian
Smith Syndicate at Lloyd's (Syndicate Number 45/177) (and, insofar as it is the
successor thereto, Equitas Limited) by T&N and certain other U.K. Debtors.

1.1.92. Employee Benefit Plan means any employment, compensation, pension,
healthcare (including, but not limited to, medical, surgical, hospital, dental
and counseling), bonus, incentive compensation, sick leave and other leaves
(including, but not limited to, jury duty, child-bearing and military service),
vacation pay, expense reimbursement, dependent care, retirement, savings,
workers compensation, life insurance, disability, dependent care, dependent
healthcare, education, car allowance, miscellaneous executive benefits,
severance or other benefit plan or arrangement for the benefit of the directors,
officers or employees (whether salaried or hourly, active or retired) of the
applicable Debtor, but excluding (i) any new agreements provided for in Section
8.3.14 of this Plan and (ii) that portion of the Debtors' non-tax qualified
pension plans giving rise to Excluded Non-Qualified Pension Claims.

1.1.93. English Court means the High Court of Justice of England and Wales.

1.1.94. Entity means any Person, estate, trust, Governmental Unit, or the
United States Trustee.

1.1.95. Environmental Claim means any Claim, other than an Asbestos
Personal Injury Claim, asserted by any Governmental Unit or Person, arising out
of, related to, or based upon any Environmental Law, including, but not limited
to, any Claim (a) to restrict or enjoin, or recover damages, costs or expenses
to remedy any release or threatened release of any environmental pollution,
contamination or nuisance or to require the Debtors or their non-debtor
Affiliates to remedy or to reimburse, pay or incur costs to remedy any release
or threatened release of any environmental pollution, contamination or any
nuisance; (b) to remedy, reimburse, compensate or pay any damage, penalty, fine
or forfeiture for, or to restrict or enjoin any violation of, or alleged
violation of, any Environmental Law; (c) to pay any contractual claim with
respect to any Environmental Law; or (d) to pay or reimburse any such Entity for
personal injury (including workers compensation, sickness, disease or death),
tangible or intangible property damage or natural resource damage arising out
of, relating to, or based upon any release or threatened release of any
environmental pollution, contamination or nuisance, whether or not contemplated
in subsections (a) through (d) above, including, but not limited to, any related
Asbestos Property Damage Claim. For purposes of the Plan, prepetition
Environmental Claims fall into one of two categories - (x) Claims arising from
or related to property either never owned or occupied, or formerly but no longer
owned or occupied by the Debtors ("Off-Site Environmental Claims"), and (y)
Claims arising from or related to property currently owned or occupied, and that
will continue to be owned or occupied by the Debtors after Confirmation of the
Plan, excluding, however, any Claims arising from or relating to wastes or other
materials which were shipped or were arranged to be shipped for disposal to a
site that was never owned or occupied, or was formerly owned or occupied but is
no longer owned or occupied by the Debtors ("On-Site Environmental Claims"). A
schedule of all known On-Site Environmental Claims is set forth in Exhibit
1.1.95 to the Plan.

1.1.96. Environmental Laws means (a) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C., ss.ss. 9601, et seq., (b)
the Resource Conservation and Recovery Act, as amended by the Hazardous and
Solid Waste Amendment of 1984, 42 U.S.C. ss.ss. 6901, et seq., (c) the Clean Air
Act, 42 U.S.C. ss.ss. 7401, et seq., (d) the Clean Water Act of 1977, 33 U.S.C.
ss.ss. 1251, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. ss.ss.
2601, et seq., (f) the Environmental Protection Act 1990, the Environment Act
1995, the Control of Pollution Act 1974, the Planning (Hazardous Substances) Act
1990, the Radioactive Substances Act 1993, the Clean Air Act 1993, the Water
Resources Act 1991, the Water Industry Act 1991, the Health and Safety at Work,
etc. Act 1974 and the Public Health Act 1936 (all of the United Kingdom) as the
same may from time to time be amended or reenacted, and all orders and
regulations from time to time made thereunder, (g) all statutes, laws, rules or
regulations issued or promulgated by any Governmental Unit or court (including,
without limitation, the common law), as they may be amended from time to time,
relating to the protection and/or prevention of harm, contamination or pollution
of or to the environment (including, without limitation, ecological systems and
living organisms including humans and the following media whether alone or in
combination: air (including air within buildings), water (including water under
or within land or in pipe or sewage systems), land, buildings and soil) and (h)
the ordinances, rules, regulations, orders, notices of violation, requests,
demands and requirements issued or promulgated by any Governmental Unit in
connection with such statutes or laws.

1.1.97. Environmental Settlement Agreements shall have the meaning ascribed
to such term in Section 8.21 hereof.

1.1.98. Equity Committee means the Official Committee of Equity Security
Holders of Federal-Mogul Corporation appointed in the Reorganization Cases by
the United States Trustee.

1.1.99. Equity Interest means any equity interest in the Debtors
represented by (a) existing Federal-Mogul common or preferred stock as
classified in Classes 1M and 1O below or (b) shares of capital stock in the
remaining Debtors, whether or not issued.

1.1.100. Estate means, as to each Debtor, the estate created for that
Debtor under Section 541 of the Bankruptcy Code upon the commencement of its
Reorganization Case.

1.1.101. Excluded Non-Qualified Pension Claims means any Claims based upon
or arising out of the Debtors' non-tax qualified pension plans in which the
existing or prior employee was entitled to receive more than $3,500 per month,
but for which such employee has received or will receive only $3,500 per month
pursuant to the Bankruptcy Court's order entered on April 30, 2002 (Docket No.
1655), all of which Claims shall be classified and treated as Unsecured Claims;
provided, however, that the claims of James Zamoyski, Wilhelm Schmelzer and
Richard Randazzo, respectively, based upon the Supplemental Key Executive
Pension Plan of Federal-Mogul shall not be subject to the aforementioned $3,500
per month limitation as provided in the Bankruptcy Court's order entered on
August 9, 2002 (Docket No. 582591721).

1.1.102. Exit Facilities means the agreements described in Section 8.12
below providing for one or more credit facilities which shall be used to repay
obligations under the DIP Facility on the Effective Date, make cash payments
required under the Plan and/or provide working capital for the business
operations of the Reorganized Debtors.

1.1.103. Federal-Mogul means Federal-Mogul Corporation, a corporation
incorporated in Michigan and one of the U.S. Debtors.

1.1.103A. Fel-Pro Claim means any Fel-Pro Asbestos Claim, as that term is
defined in the CIP Agreement.

1.1.104. Ferodo means Ferodo America, Inc., a corporation incorporated in
Delaware and one of the U.S. Debtors.

1.1.105. Final Order means an order or judgment of any court of competent
jurisdiction, the implementation, operation or effect of which has not been
stayed and as to which order (or any revision, modification or amendment
thereof) the time to appeal or seek review, rehearing or writ of certiorari has
expired and as to which no appeal or petition for review, rehearing or
certiorari has been taken and is pending.

1.1.106. FMP means Federal-Mogul Products, Inc., a Missouri corporation and
one of the Debtors.

1.1.107. FM Ignition Pension Plan means the pension scheme known as the
Champion Pension Scheme, a defined benefit plan operated by Federal-Mogul
Ignition (U.K.) Limited for eligible employees.

1.1.108. Future Claimants Representative means Eric D. Green (or any court-
appointed successor) who was appointed by the Bankruptcy Court in the
Reorganization Cases pursuant to an Order dated February 11, 2002 as the legal
representative of any and all persons described in Section 524(g)(4)(B)(i) of
the Bankruptcy Code who may assert demands for asbestos-related personal
injuries, as that term is defined in Section 524(g)(5) of the Bankruptcy Code.

1.1.109. GHI means Gasket Holdings Inc. (f/k/a Flexitallic, Inc.), a
corporation incorporated in Delaware and one of the U.S. Debtors.

1.1.110. Governmental Unit means any domestic, foreign, provincial,
federal, state, local or municipal (a) government, or (b) governmental agency,
commission, department, bureau, ministry or other governmental entity.

1.1.111. Hercules Claims has the same meaning as in the Principal CVAs.

1.1.112. Hercules Claims Handling Costs means all amounts now or at any
time in the future incurred or paid by T&N or any Hercules-Protected Entity to
Curzon or the Reinsurers in accordance with and under the Hercules Policy for
costs, fees and expenses that are attributable to the administration, defense or
disposition (including but not limited to settlement) of one or more Asbestos
Personal Injury Claims against any of the Hercules-Protected Entities, or the
pursuit of subrogation rights, all in accordance with and under the terms of the
Hercules Policy. "Hercules Claims Handling Costs" shall exclude (a) Hercules
Recovery Costs, and (b) the costs, fees and expenses of T&N or any other
Hercules-Protected Entity seeking coverage under Section 4.5.19(a).

1.1.113. Hercules Coverage means the (pound)500,000,000 insurance coverage
provided by Curzon under the Hercules Policy.

1.1.114. Hercules Payment Agency Agreement means the agreement to be
entered into between T&N, the Administrators of T&N, the U.K. Asbestos Trustee,
the Asbestos Claimants Committee, the Future Claimants Representative, GHI,
Ferodo and Phillip Rodney Sykes and Jeremy Mark Willmont as the initial Hercules
Payment Agents in the form set out in Annex 19 to the Principal CVAs, with such
variations thereto as the parties thereto may agree (to which it is intended
that the U.S. Asbestos Trust should accede once it has been established).

1.1.115. Hercules Payment Agents means the Hercules Payment Agents as
defined in the Hercules Payment Agency Agreement.

1.1.116. Hercules Policy means the asbestos liability policy number CZ 7/96
ASB/096 dated December 30, 1996 and made among T&N (then known as "T&N plc") and
Curzon, as varied from time to time.

1.1.117. Hercules Policy Expiry Date means the date that is the later of
(a) the earlier of (i) the date that (aa) the Hercules Retention has been
satisfied; and (bb) the Hercules Coverage has been exhausted or is otherwise
determined by agreement, judicial proceedings or otherwise, to be unavailable;
and (cc) all other amounts under or in connection with the Hercules Policy
including, without limitation, sums payable by Marsh USA Inc, Sedgwick Limited
and Sedgwick U.K. Risk Services Limited under the collateral settlement
agreement dated 16 January 2004 and amounts payable by the Reinsurers under the
Reinsurance Agreement (including any amounts recoverable as a result of any
breach by the Reinsurers of their obligations under the Reinsurance Agreement)
and amounts recoverable as a result of any breach by Curzon of its obligations
under or with respect to the Hercules Policy, to the extent they exceed the
Hercules Coverage, are recovered or are otherwise determined by agreement,
judicial proceedings or otherwise to be unavailable; or (ii) the date that the
Hercules Policy ceases to have effect, whether by commutation or settlement
pursuant to Section 4.5.21 or otherwise; and (b) the date that both (i) all
Hercules Recoveries paid to the credit of the Hercules Receipt Account have been
applied in accordance with Section 4.5.12(a) and (ii) there can be no further
Hercules Recoveries that are required to be credited to the Hercules Receipt
Account to be applied in accordance with Section 4.5.12(a).

1.1.118. Hercules-Protected Entities means (a) T&N, (b) Reorganized T&N,
(c) the Debtors listed as subsidiaries or subsidiary undertakings of T&N in
Schedule B to the Hercules Policy, (d) those Debtors identified in (c) as
reorganized under and pursuant to the Plan and (e) the non Debtor companies
listed as subsidiaries or subsidiary undertakings of T&N Limited in Schedule B
to the Hercules Policy. Reorganized Hercules-Protected Entities means the
companies identified in (b) and (d) above and Non-Debtor Hercules-Protected
Entities means the companies identified in (e) above.

1.1.119. Hercules Receipt Account means a bank account (not attracting
interest or other income) in the name of T&N and designated as the "T&N Hercules
Trust Account" and in respect of which the Hercules Payment Agents are or will
be the sole authorized signatories as more particularly described in the
Hercules Payment Agency Agreement.

1.1.120. Hercules Recoveries means all amounts received or recoverable in
respect of the Hercules Coverage (including, for the avoidance of doubt, any sum
paid in respect of any commutation of or settlement of claim under the Hercules
Policy) and all such amounts as are referred to in paragraph (a)(i)(cc) of the
definition of Hercules Policy Expiry Date except (in each case) for any proceeds
of the Hercules Policy which Reorganized T&N is entitled to retain pursuant to
Section 4.5.21(a).

1.1.121. Hercules Recovery Costs means (a) all reasonable amounts properly
incurred after the U.K. Effective Date by Reorganized T&N for costs, fees and
expenses (other than salaries, management time and overhead costs of Reorganized
T&N incurred by Reorganized T&N in maintaining the books, records, document and
control systems of Reorganized T&N) in connection with the preservation,
recovery or attempted recovery of any Hercules Recoveries (net of the amount of
any monetary collateral benefit actually received by Reorganized T&N in
connection with such recovery or attempted recovery (which for the avoidance of
doubt includes any VAT charged to Reorganized T&N on such costs, fees and
expenses recoverable and actually recovered by Reorganized T&N (or where
Reorganized T&N is a member of a VAT group, by such representative member) but
does not include any relief from or other benefit in relation to tax)) or in
connection with the exercise of Reorganized T&N's rights or the performance of
Reorganized T&N's obligations under the Hercules Policy, provided that the
costs, fees and expenses referred to above (other than those which are excluded
in this paragraph (a)) are incurred at the request of the U.K. Asbestos Trustee
or the Trust or in response to the assertion of an Asbestos Personal Injury
Claim by the U.K. Asbestos Trustee or the Trust as agent of the holder of such
claim; (b) all reasonable amounts properly incurred after the U.K. Effective
Date by the U.K. Asbestos Trustee or the Trust for costs, fees and expenses
(other than salaries and other overhead costs of the U.K. Asbestos Trustee or
the Trust) in connection with the preservation, recovery or attempted recovery
of any Hercules Recoveries; (c) any costs, fees and expenses (or other
liabilities) incurred by Reorganized T&N by reason of the exercise of any power
of attorney granted by Reorganized T&N to the U.K. Asbestos Trustee under the
terms of paragraph 19.7.1 of Principal CVAs or to the Trust under the terms of
Section 4.5.11, provided that to the extent that such costs, fees and expenses
(or other liabilities) are incurred in litigation and Reorganized T&N (and not
the U.K. Asbestos Trustee or the Trust as donee of any power of attorney given
by Reorganized T&N) has the conduct of the case, any such costs, fees and
expenses (or other liabilities) shall be limited to the reasonable costs, fees
and expenses (or other liabilities) properly incurred by Reorganized T&N; and
(d) any reasonable costs or expenses (other than the cost or expense of
salaries, management time and overhead costs of Reorganized T&N which would be
borne by Reorganized T&N in any case) which Reorganized T&N may properly incur
in connection with any application referred to in paragraph 19.19.13(b) of the
Principal CVAs. Hercules Recovery Costs shall not include (i) Hercules Claims
Handling Costs, (ii) the T&N Hercules Fund Costs and the Chester Street Hercules
Fund Costs, except to the extent set out in sub-paragraph (b) above, and (iii)
any costs, fees and expenses incurred in seeking coverage under Section
4.5.19(a).

1.1.122. Hercules Retention means the remaining amount of the "Retained
Limit" of (pound)690,000,000 as defined by the Hercules Policy.

1.1.123. Hercules U.S. Holding Account means a bank account in the name of
the Hercules Payment Agents and designated as the "The Hercules Payment Agents'
U.S. Holding Trust Account" and in respect of which the Hercules Payment Agents
are the sole authorized signatories as more particularly described in the
Hercules Payment Agency Agreement.

1.1.124. Hercules Waterfall Account means a bank account in the name of the
U.K. Asbestos Trustee (and, when the Trust has come into existence and has
become an account-holder of the account) the Trust and designated as the
"Hercules Waterfall Trust Account" and in respect of which the Hercules Payment
Agents are the sole authorized signatories as more particularly described in the
Hercules Payment Agency Agreement.

1.1.125. [Intentionally Omitted.].

1.1.126. IA 1986 means the Insolvency Act 1986 of the United Kingdom, as
amended from time to time.

1.1.127. Inactive Debtor Subsidiaries means the affiliated Debtors which
may, at the discretion of their respective boards of directors and corporate
parent companies, be liquidated, dissolved, wound-up, struck off, merged into
another entity, and/or left in existence after Confirmation.

1.1.128. Indenture Trustees means the Persons serving as trustees under the
Indentures for the Notes and for the Convertible Subordinated Debentures.

1.1.129. Indentures means the indenture agreements entered into between and
among Federal-Mogul, the Indenture Trustees and certain other parties relating
to each series of Notes and to the Convertible Subordinated Debentures, as
amended, modified or supplemented from time to time.

1.1.130. Indirect Asbestos Personal Injury Claim means any Asbestos
Personal Injury Claim for contribution, reimbursement, subrogation or indemnity,
whether contractual or implied by law (as those terms are defined by the
applicable non-bankruptcy law of the relevant jurisdiction), and any other
derivative or indirect Asbestos Personal Injury Claim of any kind whatsoever,
whether in the nature of or sounding in contract, tort, warranty or any other
theory of law, equity or admiralty, whatsoever. Without limitation, Indirect
Asbestos Personal Injury Claims include (i) Dan=Loc Indemnified Indirect
Asbestos Personal Injury Claims and Demands; (ii) any Claim or Demand by an EL
Insurer for premium, indemnity, reimbursement, contribution, fees, expenses or
otherwise in connection with any EL Asbestos Insurance made available by any EL
Asbestos Insurer or Asbestos Personal Injury Claims held or asserted by any EL
Insurer in respect of EL Asbestos Insurance; and (iii) Claims or Demands held or
asserted by the CRU based on Asbestos Personal Injury Claims. Indirect Asbestos
Personal Injury Claims shall not include (i) Hercules Claims, (ii) EL Claims
Handling Costs Claims, (iii) Pneumo Parties Claims, and (iv) Other Cooper
Claims.

1.1.131. Injunctions means the Discharge Injunction, the Supplemental
Injunction, the Third Party Injunction, the Asbestos Insurance Entity Injunction
and any other injunctions entered by Order of the Bankruptcy Court in the
Reorganization Cases.

1.1.132. IR 1986 means the Insolvency Rules 1986 of the United Kingdom, as
amended from time to time.

1.1.133. IRC means the Internal Revenue Code of 1986, as amended.

1.1.134. Lien means, with respect to any asset or property, any mortgage,
lien, pledge, charge, security interest, encumbrance or other security device of
any kind pertaining to or affecting such asset or property.

1.1.135. Loan Notes has the same meaning as in the Principal CVAs.

1.1.136. Non-CVA Asbestos Claim has the same meaning as in the Principal
CVAs.

1.1.137. Non-Priority Employee Benefit Claim means any Claim that (i)
arises from or relates to an Employee Benefit Plan or otherwise to the
performance of service by an employee to the Debtors and (ii) is neither secured
nor entitled to priority or preference to other Claims under the Bankruptcy Code
or U.K. insolvency laws. For the avoidance of doubt, Non Priority Employee
Benefit Claims include claims described in Section 1114 of the Bankruptcy Code,
except to the extent such retiree benefit claims (a) are entitled to priority
under Section 503 of the Bankruptcy Code or (b) arise in connection with the
termination or modification of any retiree benefit plan in accordance with
Section 1114 of the Bankruptcy Code. Non-Priority Employee Benefit Claims shall
not include: (w) Excluded Non-Qualified Pension Claims, (x) Non-Priority T&N
Pension Plan Employee Benefit Claims, (y) Non-Priority FM Ignition Pension Plan
Employee Benefit Claims or (z) any Claims arising out of the rejection of a
collective bargaining agreement in accordance with Section 1113 of the
Bankruptcy Code.

1.1.138. Non-Priority FM Ignition Pension Plan Employee Benefit Claim means
any Claim that arises from or relates to the FM Ignition Pension Plan.

1.1.139. Non-Priority T&N Pension Plan Employee Benefit Claim means any
Claim that arises from or relates to the T&N Pension Plan.

1.1.140. Noteholder means each Person holding or having a beneficial
interest in any of the Notes as of the Record Date.

1.1.141. Noteholder Claims means all Claims of the Noteholders against
Federal Mogul and/or any Debtor that guaranteed the Notes arising under or
evidenced by the Notes or the Indentures for the Notes and related documents.
Notwithstanding the foregoing, Noteholder Claims shall not include any
Convertible Subordinated Debenture Claims or Subordinated Securities Claims.

1.1.142. Notes means Federal-Mogul's 7.5% Notes due 2009, 7.375% Notes due
2006, 7.75% Notes due 2006, 7.875% Notes due 2010, 7.5% Notes due 2004, 8.8%
Senior Notes due 2007, 8.37% Medium Term Notes due 2001, 8.25% Medium Term Notes
due 2005, 8.33% Medium Term Notes due 2001, 8.12% Medium Term Notes due 2003,
8.16% Medium Term Notes due 2003 and 8.46% Medium Term Notes due 2002.

1.1.143. Official Committees means the Asbestos Claimants Committee, the
Unsecured Creditors Committee, the Asbestos Property Damage Claimants Committee
and the Equity Committee (or, in the singular, any of them).

1.1.144. Other Cooper Claims shall mean any Claims asserted by Cooper in
the Reorganization Cases other than the Cooper Claims.

1.1.145. Other U.K. Claim means Unsecured Claims against any of the U.K.
Debtors (including, but not limited to, Asbestos Property Damage Claims) and any
other Claims asserted against a U.K. Debtor other than Administrative Claims,
Priority Claims, Bank Claims, Surety Claims, Noteholder Claims, Other Secured
Claims, Non-Priority T&N Pension Plan Employee Benefit Claims, Non-Priority FM
Ignition Pension Plan Employee Benefit Claims, Asbestos Personal Injury Claims,
and Affiliate Claims.

1.1.146. Owens-Illinois Settlement Agreement shall mean that certain
Stipulation and Settlement Agreement By and Between the Plan Proponents and
Owens-Illinois, Inc. Resolving Certain Claims and Objections, as approved by the
Bankruptcy Court by a Final Order entered on November 15, 2005.

1.1.147. Owens-Illinois Settlement Amount shall mean $4.8 million in Cash,
as payable by Federal-Mogul to Owens-Illinois pursuant to the Owens-Illinois
Settlement Agreement.

1.1.148. PCT means PCT International Holdings Inc., a Delaware corporation.

1.1.149. Person means any person, individual, partnership, corporation,
limited liability company, joint venture company, association or other entity or
being of whatever kind, whether or not operating or existing for profit,
including, but not limited to, any "person" as such term is defined in Section
101(41) of the Bankruptcy Code, but excluding any Governmental Unit.

1.1.150. Petition Date means October 1, 2001.

1.1.151. PIK Notes Trustee means, as the context requires, the trustee or
trustees under those certain Indentures of Trust pursuant to which the
Reorganized Federal Mogul Junior Secured PIK Notes are to be issued.

1.1.152. Plan means this Fourth Amended Joint Plan of Reorganization filed
by the Plan Proponents, as the same may be amended or modified from time to time
pursuant to Section 1127 of the Bankruptcy Code. To the extent the Addendum is
implemented pursuant to Section 8.23 of the Plan, the Addendum shall also
constitute part of the Plan; provided, however, that if Articles II and III of
the Plan B Settlement Agreement become effective in accordance with Section 5.01
of the Plan B Settlement Agreement, except (i) as otherwise provided in Section
8.23.1.2 of the Plan and (ii) for capitalized terms set forth in this Article I
that have the meaning set forth in the Addendum (for which purposes such defined
terms contained in the Addendum shall survive), the Addendum shall cease to have
force and effect and shall not constitute part of the Plan.

1.1.153. Plan A Date shall have the meaning set forth in the Addendum.

1.1.154. Plan A Settlement shall have the meaning set forth in the
Addendum.

1.1.155. Plan B Date has the meaning set forth in the Plan B Settlement
Agreement.

1.1.156. Plan B Effective Date has the meaning set forth in the Plan B
Settlement Agreement.

1.1.157. Plan B Settlement means the settlement embodied in the Plan B
Settlement Agreement, as implemented pursuant to the Plan.

1.1.158. Plan B Settlement Agreement means that certain Amended and
Restated Plan B Settlement Agreement dated as of November 20, 2006 by and among
Cooper Industries, Ltd., a Bermuda company, Cooper Industries, LLC, a Delaware
limited liability company, PCT International Holdings Inc., a Delaware
corporation, Pneumo Abex LLC, a Delaware limited liability company,
Federal-Mogul Corporation, a Michigan corporation, Federal-Mogul Products, Inc.,
a Missouri corporation, the Future Claimants Representative for Federal-Mogul
Corporation and Federal-Mogul Products, Inc. appointed in the Reorganization
Cases, and the Official Committee of Asbestos Claimants for Federal-Mogul
Corporation and Federal-Mogul Products, Inc. appointed in the Reorganization
Cases (as amended by the First Amendment thereto dated as of September 26,
2007), a copy of which is attached to the Plan as Exhibit 8.22.

1.1.159. Plan B Settlement Amount shall have the meaning set forth in
Section 8.22.1 of the Plan.

1.1.160. Plan Documents means all documents, attachments and exhibits
related to the Plan, including, but not limited to, the Trust Documents and the
Cooper/Pneumo Escrow Agreement, that aid in effectuating the Plan, which
documents, attachments and exhibits shall be filed by the Plan Proponents with
the Bankruptcy Court on or before a date established by the Bankruptcy Court. To
the extent the Addendum is implemented pursuant to Section 8.23 of the Plan, the
Addendum and the exhibits thereto shall also be Plan Documents; provided,
however, that if Articles II and III of the Plan B Settlement Agreement become
effective in accordance with Section 5.01 of the Plan B Settlement Agreement,
except as otherwise provided in Section 8.23.1.2 of the Plan, the Addendum shall
cease to have force and effect and the Addendum and the exhibits thereto shall
not be Plan Documents.

1.1.161. Plan Documents Repository means the offices of Sidley Austin LLP,
counsel to the Debtors, at the address set forth in Section 1.4 of the Plan, at
which any party-in-interest may review all of the Plan Documents after such Plan
Documents have been filed with the Bankruptcy Court.

1.1.162. Plan Proponents means, collectively, the Debtors, the Unsecured
Creditors Committee, the Asbestos Claimants Committee, the Future Claimants
Representative, the Administrative Agent and the Equity Committee.

1.1.163. Plan Support Agreement means that certain Plan Support Agreement
among the Debtors, the Asbestos Claimants Committee, the Future Claimants
Representative and each of the Pneumo Parties dated as of November 20, 2006, as
approved by the Bankruptcy Court by an order dated as of February 7, 2007, which
is attached as Exhibit 8.24 to the Plan.

1.1.164. Pneumo Abex means Pneumo Abex LLC, a Delaware limited liability
company.

1.1.165. Pneumo Abex Claims means any Claims or that could be asserted by
Pneumo Abex and/or PCT against FMP in the Reorganization Cases, including but
not limited to those Claims set forth on that certain proof of claim filed by
Pneumo Abex against FMP dated February 28, 2003, in the total liquidated amount
of $2,190,615.39, together with any and all contingent Claims.

1.1.166. Pneumo Asbestos Claims shall have the meaning set forth in the
Addendum and in the Plan B Settlement Agreement.

1.1.167. Pneumo Asbestos Insurance Policies shall have the meaning set
forth in the Addendum.

1.1.168. Pneumo Excluded Claims has the meaning set forth in Section
8.22.3.2 of the Plan.

1.1.169. Pneumo Parties means, collectively, Cooper LLC, Cooper Industries,
Ltd., PCT, and Pneumo Abex.

1.1.170. Pneumo Parties Claims means, collectively, the Cooper Claims and
the Pneumo Abex Claims.

1.1.171. Pneumo Protected Party Injunction shall have the meaning set forth
in the Addendum.

1.1.172. PPF means the Board of the Pension Protection Fund, established
under Part 2 of the Pensions Act 2004 of the United Kingdom.

1.1.173. Principal CVAs means the company voluntary arrangements under Part
I IA 1986 which have been proposed by the Administrators of T&N and certain
other U.K. Debtors in respect of those companies, and which are attached to the
Plan as Exhibit 1.1.173, as may be varied from time to time.

1.1.174. Priority Claim means any Claim (other than an Administrative Claim
or a Priority Tax Claim) to the extent such Claim is entitled to a priority in
payment under Section 507(a) of the Bankruptcy Code.

1.1.175. Priority Tax Claim means any Claim to the extent that such Claim
is entitled to a priority in payment under Section 507(a)(8) of the Bankruptcy
Code.

1.1.176. Pro Rata means the proportion that a Claim in a particular Class
bears to the aggregate amount of all Claims in such Class except in cases where
Pro Rata is used in reference to multiple classes, in which case Pro Rata means
the proportion that a Claim in a particular Class bears to the aggregate amount
of all Claims in such multiple Classes.

1.1.177. Proof of Claim means any proof of claim filed with the Bankruptcy
Court or its duly appointed claims agent with respect to the Debtors pursuant to
Bankruptcy Rules 3001 or 3002, unless and to the extent that the Bankruptcy
Court has ordered the use of a special or customized form for the particular
type of claim at issue, and in such case, the special or customized form proof
of claim.

1.1.178. Protected Party means any and all of the following parties:

1.1.178.1. the Debtors, their non-Debtor Affiliates (excluding, however,
any person or Entity that may qualify as an Affiliate, but that is not commonly
owned or controlled by the Debtors), the Affiliated Subsidiaries, Reorganized
Federal-Mogul and the other Reorganized Debtors and all of their respective past
and present officers, directors and employees;

1.1.178.2. the Noteholders, the holders of Bank Claims, and the Sureties,
together with their respective successors, past and present officers, directors
and employees, in each case limited to such party's capacity set forth in this
Subsection 1.1.178.2;

1.1.178.3. any Entity which, pursuant to the Plan or after the Effective
Date, becomes a direct or indirect transferee of, or successor to, any assets of
the Debtors, Reorganized Federal-Mogul or the Trust, but only to the extent that
a claim or liability is asserted against such Entity on account of its status as
such transferee or successor;

1.1.178.4. any Entity that, pursuant to the Plan or after the Effective
Date, makes a loan to the Debtors, Reorganized Federal-Mogul, or the Trust, or
to a successor to, or transferee of, any assets of the Debtors, Reorganized
Federal-Mogul, or the Trust, but only to the extent that liability is asserted
to exist by reason of such lending relationship or to the extent any Lien
created in connection with such a loan is sought to be challenged or impaired;

1.1.178.5. each Settling Asbestos Insurance Company and, to the extent
specified in the Confirmation Order, each contributor of funds, proceeds or
other consideration to the Trust; provided, however, that in the event a
Settling Asbestos Insurance Company enters into any Asbestos Insurance
Settlement Agreement(s) that cover less than all Asbestos Insurance Policies
applicable to such Settling Asbestos Insurance Company, such Settling Asbestos
Insurance Company shall be a Protected Party only with respect to those Asbestos
Insurance Policies as to which it has entered into an Asbestos Insurance
Settlement Agreement or Agreements; and

1.1.178.6. the Dan=Loc Group, but only to the extent specified in the
Confirmation Order.

1.1.179. Record Date means the Confirmation Date.

1.1.180. Reinsurance Agreement means the Reinsurance Agreement dated 30
December 1996 entered into between Curzon and the Reinsurers whereby Curzon
re-insured all its liability under the Hercules Policy, as varied from time to
time.

1.1.181. Reinsurers means Centre Reinsurance International Company,
European International Reinsurance Company Limited and Munchener
Ruckversicherangs-Gesellschaft AG.

1.1.182. Released Claims Against FMC Group has the meaning set forth in the
Plan B Settlement Agreement.

1.1.183. Released Party means each of (a) the Debtors, their non-Debtor
Affiliates (excluding, however, any person or Entity that may qualify as an
Affiliate, but that is not commonly owned or controlled by the Debtors), the
Affiliated Subsidiaries, the Reorganized Debtors, and their respective present
and former agents, attorneys, accountants, financial advisors, restructuring
consultants and investment bankers, including Rothschild Inc. (together with its
officers, directors and employees who served in such capacity during the term of
its engagement by the Debtors) (but specifically excluding Gilbert Randolph LLP;
provided, however, that Gilbert Randolph LLP shall not be excluded as a Released
Party to the extent that any and all issues related to the contested matter
involving that certain Motion to Disqualify Gilbert, Heintz & Randolph as
Special Insurance Counsel to the Debtors (Docket No. 10123, filed July 24, 2006)
are resolved in favor of Gilbert Randolph LLP pursuant to a Final Order) and
their respective successors or assigns, (b) the officers and directors of the
Debtors, their non-Debtor Affiliates, Rothschild Inc. (together with its
officers, directors and employees who served in such capacity during the term of
its engagement by the Debtors) (excluding, however, any person or Entity that
may qualify as an Affiliate, but that is not commonly owned or controlled by the
Debtors), and the Affiliated Subsidiaries, who were serving as officers or
directors on or after the Petition Date, (c) the Official Committees and their
respective members, agents, attorneys, accountants, financial advisors,
restructuring consultants and investment bankers (but specifically excluding L.
Tersigni Consulting, Inc. ("Tersigni Consulting"), pending the outcome of the
review of Tersigni Consulting's professional fees and expenses in the
Reorganization Cases by the United States Trustee and the Office of the United
States Attorney for the District of Delaware), (d) the Future Claimants
Representative and his agents, attorneys, accountants, financial advisors,
restructuring consultants and investment bankers, and (e) the holders of
Noteholder Claims, holders of Bank Claims, the Administrative Agent and the
Sureties, together in each case with all of their respective successors,
officers, directors, employees, agents, attorneys, accountants, financial
advisors, restructuring consultants and investment bankers.

1.1.184. Remuneration Fund has the meaning given to it in paragraph 32.3 of
the Principal CVAs.

1.1.185. Remuneration Reserve has the same meaning as in the Principal
CVAs.

1.1.186. Reorganization Cases means the cases currently pending under
Chapter 11 of the Bankruptcy Code of Federal-Mogul and its affiliated Debtors
before the Bankruptcy Court.

1.1.187. Reorganized Federal-Mogul means Federal-Mogul on and after the
Effective Date, as reorganized pursuant to the Plan. Reorganized Debtor or
Reorganized [name of Debtor] shall have the same meaning with reference to the
particular Debtor identified. In each instance, and unless a successor entity is
specified, the Reorganized Debtor shall consist of the same legal entity as the
corresponding Debtor, but subject to the terms and conditions of the Plan,
including, without limitation, the discharge, release and Injunctions under
Article IX of the Plan, and, except as provided in Article IV of the Plan, each
Reorganized Debtor shall have and incur no successor liability with respect to
Claims or Demands that may have existed prior to Confirmation of the Plan.

1.1.188. Reorganized Federal-Mogul Class A Common Stock shall have the
meaning set forth in the Amended and Restated Certificate of Incorporation of
Federal-Mogul Corporation which is attached as Exhibit 8.3.12(1) to the Plan.

1.1.189. Reorganized Federal-Mogul Class B Common Stock shall have the
meaning set forth in the Amended and Restated Certificate of Incorporation of
Federal-Mogul Corporation which is attached as Exhibit 8.3.12(1) to the Plan.

1.1.190. Reorganized Federal-Mogul Common Stock means the shares of
Reorganized Federal-Mogul Class A Common Stock and Reorganized Federal-Mogul
Class B Common Stock to be distributed pursuant to the Plan.

1.1.191. Reorganized Federal-Mogul Junior Secured PIK Notes means the
junior secured PIK Notes to be issued by Reorganized Federal-Mogul pursuant to
the Plan on account of the Allowed Class B Bank Claims and the Allowed Class C
Surety Claims, in the original principal amount of $305,236,000.00. The
principal terms and conditions of the Reorganized Federal-Mogul Junior Secured
PIK Notes are set forth in Exhibit 1.1.191 to the Plan.

1.1.192. Reorganized Federal-Mogul Secured Term Loan Agreement means the
loan agreement among Reorganized Federal-Mogul, the holders of Allowed Class 1B
Bank Claims and the Administrative Agent, and the Sureties, in the principal
amount of $1,326,661,117.90 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars) plus the amount of any draws prior to the
Effective Date on letters of credit outstanding under the Bank Credit Agreement.
The principal terms and conditions of the Reorganized Federal-Mogul Secured Term
Loan Agreement are set forth in Exhibit 1.1.192 to the Plan. The then-current
form of the Reorganized Federal-Mogul Secured Term Loan Agreement shall be filed
with the Bankruptcy Court prior to the commencement of the Confirmation Hearing
as a supplement to Exhibit to 1.1.192 to the Plan.

1.1.193. Reorganized T&N means T&N on and after the Effective Date, as
reorganized pursuant to the Plan.

1.1.194. Repayment Percentage means (a) unless and until the Swiss Re
Settlement becomes effective in accordance with its terms, the percentage of the
amount actually recoverable under the Hercules Policy within the Hercules
Coverage in respect of CVA Asbestos Claims that are established pursuant to
paragraph 19.5 of the Principal CVAs and/or Debtor HPE Asbestos Claims that are
established pursuant to Section 4.5.9; and (b) after the Swiss Re Settlement
becomes effective in accordance with its terms, 94.25%.

1.1.195. Review Date has the same meaning as in the Hercules Payment Agency
Agreement.

1.1.196. Schedules means the Schedules, Statements and Lists filed by the
Debtors with the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as they have
been and may be amended or supplemented from time to time.

1.1.197. Secured means, with respect to any Claim, including, without
limitation, Bank Claims, Surety Claims (other than the unsecured Surety Claims
against T&N and GHI), and any Claim on the part of Federal-Mogul against T&N
which was secured on the Loan Notes immediately before they were sold by T&N to
Federal-Mogul and Federal Mogul (Continental European Operations) Limited
pursuant to an Agreement dated December 9, 2005 made between T&N, the
Administrators of T&N, Federal-Mogul (Continental European Operations) Limited
and Federal-Mogul, a Claim that is (a) secured in whole or in part as of the
Petition Date, by a Lien which is valid, perfected and enforceable under
applicable law and is not subject to avoidance under the Bankruptcy Code or
other applicable law, or (b) subject to setoff under Section 553 of the
Bankruptcy Code or other applicable law, but, with respect to both (a) and (b)
above, only to the extent of the value of the holder of such Claim's interest in
the particular Estate's interest in the property securing any such Claim or the
amount subject to setoff, as the case may be.

1.1.198. Settling Asbestos Insurance Company means each Asbestos Insurance
Company listed on Exhibit 1.1.198 (as the same may be amended from time to time,
including following entry of the Confirmation Order) and any other Asbestos
Insurance Company that enters into an Asbestos Insurance Settlement Agreement
that is determined by the District Court to justify treating such Asbestos
Insurance Company as a Protected Party.

1.1.199. Stock Repayment Obligation shall have the meaning set forth in
Section 4.5.5(b).

1.1.200. Subordinated Securities Claim means a Claim subject to
subordination under Section 510(b) of the Bankruptcy Code, including, without
limitation, any Claim that arises from the rescission of a purchase or sale of a
security of any of the Debtors (including, without limitation, the Notes and the
existing Federal-Mogul common and preferred stock classified below in Classes 1M
and 1O), or for damages arising from the purchase or sale of such a security, or
for reimbursement, indemnification, or contribution allowed under Section 502 of
the Bankruptcy Code on account of such Claim.

1.1.201. Subsidiary has the meaning given to that term by Section 736 of
the Companies Act 1985 of the United Kingdom, as amended from time to time.

1.1.202. Supersedeas Bond Action means any rights, defenses, counterclaims
or affirmative causes of action of the Debtors, Reorganized Federal-Mogul, or
the other Reorganized Debtors with respect to a Bonded Claim, or with respect to
any supersedeas bond or other form of security or payment assurance issued in
connection with a Bonded Claim, or against the issuer or insurer of any payment
assurance issued in connection with a Bonded Claim.

1.1.203. Supplemental Injunction means the injunction described in Section
9.3.1 of the Plan.

1.1.204. Sureties means Travelers Casualty and Surety Company of America
("Travelers"), SAFECO Insurance Company of America ("Safeco"), and National Fire
Insurance Company of Hartford and Continental Casualty Company (collectively,
"CNA"), as issuers of the CCR Surety Bonds. Any reference to the "Sureties" in
the Plan shall be strictly limited to Travelers, Safeco, and CNA in their
capacity as issuers of the CCR Surety Bonds, and shall not refer to any or all
of Travelers, Safeco, and/or CNA in any other capacity.

1.1.205. Surety Claims means the Allowed Secured (and, in the case of T&N
and GHI, unsecured) Claims of the Sureties in the aggregate amount of $28.0
million, as compromised and settled under the terms set forth in the Surety
Claims Settlement Agreement. The Surety Claims and all consideration to be
distributed under the Plan on account of the Surety Claims shall be allocated as
follows: Safeco: $8.7 million; CNA: $8.7 million; Travelers in its capacity as
successor in interest to Reliance Insurance Company: $5.3 million; and
Travelers: $5.3 million.

1.1.206. Surety Claims Settlement Agreement means that certain Stipulation
and Agreement for Compromise and Settlement of Secured Surety Claims, for
Treatment Thereof Under Third Amended Joint Plan of Reorganization, and Related
Matters as approved by a Final Order of the Bankruptcy Court entered on March
16, 2005.

1.1.207. Swiss Re Settlement means the terms of the settlement of the
proceedings brought by European International Reinsurance Company Limited in the
English Court against Curzon and the settlement agreement between Curzon and T&N
dated 16 January 2004.

1.1.208. T&N means T&N Limited, a company incorporated in England and
Wales.

1.1.209. T&N Fund has the same meaning as in the Principal CVAs.

1.1.210. T&N Hercules Fund means the fund established under the U.K.
Asbestos Trust to hold those Hercules Recoveries referred to in Section
4.5.12(c) Seventhly (ii)(2), the assets or investments derived from those
recoveries from time to time, and all accumulations of income on or arising from
those assets.

1.1.211. T&N Hercules Fund Costs has the same meaning as in the Principal
CVAs.

1.1.212. T&N Pension Plan means the T&N Retirement Benefits Scheme (1989),
a defined benefit plan operated by certain of the U.K. Debtors for eligible
employees, and the trustees thereof from time to time.

1.1.213. Third Party Injunction means the injunction described in Section
9.3.2 of the Plan.

1.1.214. Thornwood means Thornwood Associates Limited Partnership, a
Delaware limited partnership.

1.1.215. Trust means the trust established pursuant to the Trust Agreement
and in accordance with Section 524(g) of the Bankruptcy Code, which is a
"qualified settlement fund" pursuant to Section 468B of the IRC and the
regulations issued pursuant thereto.

1.1.216. Trust Advisory Committee or TAC means that committee appointed and
serving in accordance with Section 4.13.1 of the Plan and having the powers,
duties and obligations set forth in the Trust Agreement.

1.1.217. Trust Agreement means that certain Asbestos Personal Injury Trust
Agreement, effective as of the Confirmation of the Plan, substantially in the
form of Exhibit 1.1.217 to the Plan.

1.1.218. Trust Assets means the following assets and any income, profits
and proceeds derived from such assets subsequent to the transfer of such assets
to the Trust: (a) the Reorganized Federal-Mogul Class B Common Stock to be
distributed to the Trust pursuant to the Plan, (b) the Asbestos Insurance
Actions and the Asbestos Insurance Action Recoveries attributable to any
Asbestos Personal Injury Claims, (c) the Asbestos Insurance Settlement
Agreements attributable to any Asbestos Personal Injury Claims, other than such
agreements attributable to the Hercules Policy, (d) the Asbestos In-Place
Insurance Coverage, (e) the Trust Causes of Action and (f) any and all other
funds, proceeds or other consideration otherwise contributed to the Trust
pursuant to the Plan and/or the Confirmation Order. For the avoidance of doubt,
Trust Assets do not include FMP's rights relating to benefits and proceeds of
insurance with respect to amounts paid and costs incurred by FMP prior to
October 1, 2001 in connection with Pneumo Asbestos Claims under (x) Section 5.1
of the Pneumo Settlement Agreement (as defined in the Plan B Settlement
Agreement), (y) Section 11.6 of the 1994 APA (including the insurance Agreement,
as defined therein), and (z) Section 5.25 of the 1998 PSA to the extent such
benefits and proceeds of insurance exceed $3,200,000 in the aggregate, and Trust
Assets shall include any such benefits and proceeds of insurance that aggregate
$3,200,000 or less.

1.1.219. Trust Causes of Action means any and all of the actions, claims,
rights, defenses, counterclaims, suits and causes of action of the Debtors
(other than, prior to the Hercules Policy Expiry Date, the Hercules-Protected
Entities and other than any such actions, claims, rights, defenses,
counterclaims, suits and causes of action with respect to the EL Coverage),
whether known or unknown, in law, at equity or otherwise, whenever and wherever
arising under the laws of any jurisdiction attributable to: (a) all defenses to
any Asbestos Personal Injury Claim, including, but not limited to, all defenses
under Section 502 of the Bankruptcy Code, (b) with respect to any Asbestos
Personal Injury Claim, all rights of setoff, recoupment, contribution,
reimbursement, subrogation or indemnity (as those terms are defined by the
non-bankruptcy law of any relevant jurisdiction) and any other indirect claim of
any kind whatsoever, whenever and wherever arising or asserted, and (c) subject
to the provisions of the Plan, any other claims or rights with respect to
Asbestos Personal Injury Claims that the Debtors (other than, prior to the
Hercules Policy Expiry Date, the Hercules-Protected Entities and other than any
such claims or rights with respect to the EL Coverage) would have had under
applicable law if the Reorganization Cases had not occurred and the holder of
such Asbestos Personal Injury Claim had asserted it by initiating civil
litigation against any such Debtor. Notwithstanding the foregoing, Trust Assets
and Trust Causes of Action shall not include (x) any of the Debtors' rights
arising under or attributable to the Supersedeas Bond Actions, (y) the property,
rights or assets, if any, of the Debtors which were previously used to secure or
obtain a supersedeas bond with respect to any Allowed Bonded Claim and which are
recoverable or recovered by the Debtors after the full satisfaction of such
claim or (z) any claim, cause of action, or right of the Debtors or any of them,
under the laws of any jurisdiction, for reimbursement, indemnity, contribution,
breach of contract or otherwise arising from or relating to any payments made by
the Debtors on account of Asbestos Personal Injury Claims prior to the Petition
Date.

1.1.220. Trust Claim shall have the meaning set forth in Section 4.5.2 of
the Plan.

1.1.221. Trust Documents means the Trust Agreement, the Asbestos Personal
Injury Trust Distribution Procedures and all other agreements, instruments and
documents governing the establishment, administration and operation of the
Trust, which shall be substantially in the form set forth in the Plan, as they
may be amended or modified from time to time in accordance with the Plan and the
Trust Agreement.

1.1.222. Trust Expenses means any Asbestos Personal Injury Expenses and any
other liabilities, costs or expenses of, or imposed upon, or in respect of, the
Trust (except for payments to holders of Asbestos Personal Injury Claims on
account of such Claims). Trust Expenses shall also expressly include, without
limitation, (a) any and all liabilities, costs and expenses incurred subsequent
to the Confirmation of the Plan in connection with any and all Asbestos
Insurance Actions, or any similar claim, cause of action or right of Reorganized
T&N against Curzon and/or the Reinsurers, in each case whether or not any such
action results in a recovery for the Trust, (b) the Trust's proportionate share
of all liabilities, costs and expenses incurred by the Reorganized Debtors in
taking any action on behalf of or at the direction of the Trustees, if any,
including, without limitation, any costs and expenses incurred by the
Reorganized Debtors in connection with any action involving an Asbestos
Insurance Policy or the Hercules Policy, and (c) to the extent as may be
required by Section 4.5.13 of the Plan, the fees and costs incurred by GHI or
Ferodo incurred after the Effective Date and any award of costs against either
GHI or Ferodo entered after the Effective Date in connection with any litigation
concerning GHI's or Ferodo's interest in or right to any Hercules Policy
proceeds. Notwithstanding anything to the contrary, Trust Expenses shall include
any and all amounts due under any indemnity provided by the Trust pursuant to
the Plan.

1.1.223. Trustees means the Persons appointed pursuant to Section 4.12 of
the Plan for the purpose of acting as trustees of the Trust in accordance with
the terms and conditions contained in the Trust Documents, the Plan and the
Confirmation Order.

1.1.224. U.K. Asbestos Trust means the trust established or to be
established pursuant to the Principal CVAs for the benefit of holders of CVA
Asbestos Claims against certain of the U.K. Debtors.

1.1.225. U.K. Asbestos Trust Documents has the same meaning as in the
Principal CVAs.

1.1.226. U.K. Asbestos Trust Percentage means 7.14% or such other
percentage as may be agreed from time to time under Section 4.5.14.

1.1.227. U.K. Asbestos Trustee means The T&N Asbestos Trustee Company
Limited, which is or shall be the trustee of the U.K. Asbestos Trust and whose
board of directors as at the U.K. Effective Date shall be made up of James
Gleave, Anne O'Keefe and one independent director, or such other person who may
be appointed as the trustee of the U.K. Asbestos Trust from time to time.

1.1.228. U.K. Court means any court of competent jurisdiction in any part
of the United Kingdom.

1.1.229. U.K. Debtors means, for purposes of this Plan, those Debtors so
listed in footnote 1 of the Plan for which a plan of reorganization is proposed
as part of this Plan.

1.1.230. U.K. Effective Date means "Effective Date" as defined by the
Principal CVAs.

1.1.231. U.K. Global Settlement Agreement means that certain Agreement
between Federal-Mogul, T&N Limited, the other Plan Proponents, High River
Limited Partnership, the Administrators, and the PPF filed with the Bankruptcy
Court on September 26, 2005, as approved by the Bankruptcy Court by a Final
Order entered on November 15, 2005.

1.1.232. United Kingdom Tax means United Kingdom corporation tax or other
tax chargeable in the United Kingdom.

1.1.233. United Kingdom Taxpayer means any member of the Federal-Mogul
Group (as defined in the Principal CVAs) which is subject to United Kingdom Tax.

1.1.234. United States Trustee means the Office of the United States
Trustee for the District of Delaware.

1.1.235. Unsecured Claim means any Claim against one or more of the Debtors
(regardless of whether such Claim is covered by insurance), not specifically
included in a separately identified Class of Claims or Equity Interests, and to
the extent that such Claim is neither secured nor entitled to priority under
applicable law. Unsecured Claims shall expressly include, without limitation,
(a) any claim arising from the rejection of an executory contract or unexpired
lease under Section 365 of the Bankruptcy Code, (b) any portion of a Claim to
the extent the value of the holder's interest in the applicable Estate's
interest in the property securing such Claim is less than the amount of the
Claim, or to the extent that the amount of the Claim subject to setoff is less
than the amount of the Claim, as determined pursuant to Section 506(a) of the
Bankruptcy Code, (c) Other U.K. Claims (including, specifically, Off-Site
Environmental Claims against any U.K. Debtors), (d) any unsecured deficiency
claims held by the holders of Bonded Non-Asbestos Claims, (e) Asbestos Property
Damage Claims against any U.S. Debtors to the extent that such Claims are not
Bonded Claims, (f) Excluded Non-Qualified Pension Claims, (g) Off-Site
Environmental Claims, (h) Other Cooper Claims, and (i) Claims arising from the
provision of goods or services to the Debtors prior to the Petition Date,
including the Claims of commercial trade creditors. Unless otherwise
specifically provided in an applicable provision of the Plan, Unsecured Claims
shall not include (i) Administrative Claims, (ii) Priority Claims, (iii) Bank
Claims, (iv) Surety Claims, (v) Noteholder Claims, (vi) Other Secured Claims,
(vii) On-Site Environmental Claims, (viii) Non-Priority Employee Benefit Claims,
(ix) Asbestos Personal Injury Claims, (x) Bonded Claims, (xi) Affiliate Claims,
(xii) Pneumo Parties Claims, and (xiii) Equity Interests.

1.1.236. Unsecured Creditors Committee means the Official Committee of
Unsecured Creditors of the Debtors appointed in the Reorganization Cases by the
United States Trustee.

1.1.237. U.S. Asbestos Trust Percentage means 88.10% or such other
percentage as may be agreed from time to time under Section 4.5.14.

1.1.238. U.S. Debtors means those Debtors so listed in footnote 1 of the
Plan.

1.1.239. VAT means value added tax chargeable in accordance with the Value
Added Tax Act 1994 of the United Kingdom and any substantially similar tax that
may replace it.

1.1.239A. Vellumoid Claim means any Federal-Mogul Vellumoid Asbestos Claim,
as that term is defined in the CIP Agreement.

1.1.240. Warrants means the warrants for the purchase of Reorganized
Federal Mogul Common Stock which are to be issued by Reorganized Federal Mogul
pursuant to the Plan and the warrant agreement attached hereto as Exhibit
1.1.240 to the Plan.

1.2. Other Terms. Wherever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural, and pronouns stated in the masculine, feminine, or neuter gender
shall include the masculine, feminine and neuter. The word "herein," "hereof,"
"hereto," "hereunder," and other words of similar import refer to the Plan as a
whole and are not limited to any particular article, section, subsection, or
clause contained in the Plan. Any capitalized term used herein that is not
defined herein shall have the meaning ascribed to such term, if any, in the
Bankruptcy Code, unless the context shall otherwise require. Whenever used in
the Plan, the terms "officer," "director," or "agent" shall not include the
Administrators. The rules of construction set forth in Section 102 of the
Bankruptcy Code shall also apply in construing and interpreting the provisions
of the Plan.

1.3. Deemed Acts. Whenever an act or event is expressed under the Plan to
have been deemed done or to have occurred, it shall be deemed to have been done
or to have occurred without any further act by any party, by virtue of the Plan
and the Confirmation Order.

1.4. Exhibits. All Plan Documents, to the extent not annexed hereto, shall
be contained in a separate Appendix of Plan Documents, which shall be filed with
the Clerk of the Bankruptcy Court not later than a date to be established by the
Bankruptcy Court. The Plan Documents shall be made available for review,
inspection, and copying at the expense of the party in interest, either (a)
through posting on the Internet at http://www.fmoplan.com or (b) during normal
business hours at the office of Debtors' counsel, as follows:

Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000

ARTICLE II
TREATMENT OF ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS

2.1. Allowed Administrative Claims. Except (i) to the extent that any
holder agrees to different treatment and (ii) with respect to compensation or
reimbursement of expenses of professionals to the extent allowed by the
Bankruptcy Court under Sections 328, 330(a) or 331 of the Bankruptcy Code (which
shall be addressed in accordance with Section 2.5 of the Plan), on the
Distribution Date, each holder of an Allowed Administrative Claim against any of
the Debtors shall receive Cash equal to the Allowed Amount of its Administrative
Claim in full satisfaction, settlement, release, extinguishment and discharge of
such Claim; provided, however, that Allowed Administrative Claims representing
(a) liabilities incurred on or after the Petition Date in the ordinary course of
business by the Debtors and (b) postpetition contractual liabilities arising
under loans or advances to the Debtors, including, but not limited to the DIP
Facility, whether or not incurred in the ordinary course of business, shall be
paid by Reorganized Federal-Mogul or the applicable Reorganized Debtor, in
accordance with the terms and conditions of the particular transactions relating
to such liabilities and any agreements relating thereto, subject to the
provisions set forth in Section 2.2 of the Plan. Each Allowed Administrative
Claim shall be paid from, and to the extent of available assets of, the
respective Debtor's Estate to which such Claim applies or has been allocated,
and thereafter to the extent of any insufficiency, from funds advanced to the
relevant Debtor by the Estate of Federal-Mogul.

2.2. No Double Payment of Administrative Claims. To the extent that an
Administrative Claim is Allowed against the Estate of more than one Debtor,
there shall be only a single recovery on account of such Allowed Claim. In
addition, to the extent any amount that would otherwise constitute an
Administrative Claim is paid under the CVA of any U.K. Debtor (other than an
Administrative Claim for the professional fees, costs and expenses in the
Reorganization Cases of any of the U.K. Debtors), the payment under the CVA
shall be the only payment on account of such Claim.

2.3. Special Provisions Relating to United States Customs and Border
Protection. Notwithstanding any provision in the Plan or Confirmation Order to
the contrary; (1) the Allowed Administrative Claim of the United States Customs
and Border Protection ("Customs") shall be paid in full in Cash on the Effective
Date to the extent the Administrative Claim of Customs is Allowed on the
Effective Date, provided, however, that to the extent that the Administrative
Claim of Customs becomes Allowed after the Effective Date, it shall be paid in
full in Cash as soon as practicable after it is Allowed; (2) interest shall
accrue on the Allowed Administrative, Allowed Priority Tax and Allowed Secured
Claims of Customs to the extent required by applicable law at a rate and method
which is either mutually agreed in writing by Customs and the Debtors, or in the
case of disagreement, to the extent adjudicated by the Bankruptcy Court; (3)
Confirmation of the Plan shall not affect any rights of Customs against the
sureties, or the rights of the sureties against Customs, with respect to any
Customs bonds that secure payment of any of Customs' claims; and (4) to the
extent permitted by applicable bankruptcy and nonbankruptcy law, Confirmation of
the Plan shall not extinguish any rights of Customs to assert setoff or
recoupment with respect to any of its Allowed prepetition and postpetition
claims against any amounts owed to the Debtors by the United States.
Notwithstanding anything to the contrary in this provision or elsewhere in the
Plan or Confirmation Order, the Debtors reserve the right to object to and
defend against any and all Claims asserted by Customs.

2.4. Priority Tax Claims. Except to the extent that any holder agrees to
different treatment, each holder of an Allowed Priority Tax Claim shall receive
on account of such Claim deferred cash payments, over a period not exceeding six
years after the date of assessment of each such Claim, of a value, as of the
Effective Date of the Plan, equal to the Allowed amount of such Priority Tax
Claim. Each Allowed Priority Tax Claim shall be paid from, and to the extent of
available assets of, the respective Debtor's Estate against which such Claim is
asserted, and thereafter to the extent of any insufficiency, from funds advanced
to the relevant Debtor by the Estate of Federal-Mogul; provided, however, that
Federal-Mogul's Estate shall not be obligated to advance funds for the payment
of Priority Tax Claims, if any, against any Debtor for which a Plan is not
confirmed.

2.5. Treatment of Claims for Payment or Reimbursement of Professional Fees
and Expenses. All final requests for compensation or reimbursement of the fees
of any professional employed in the Reorganization Cases pursuant to Section 327
or 1103 of the Bankruptcy Code or otherwise, including any Claims for making a
substantial contribution under Section 503(b)(4) of the Bankruptcy Code, must be
filed and served on the Reorganized Debtors and their counsel, together with the
Bankruptcy Court-appointed fee auditor, the Office of the United States Trustee,
counsel to each of the other Plan Proponents, and counsel to the administrative
agent under the Exit Facilities, not later than sixty (60) days after the
Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such professionals or other entities for compensation or
reimbursement of expenses must be filed and served on the parties specified
above in this Section 2.5 and the requesting professional or other entity not
later than twenty (20) days after the date on which the applicable application
for compensation or reimbursement was served; provided, however, that, in lieu
of such twenty (20) day objection deadline, the following protocol shall apply
to the fee auditor previously appointed by the Bankruptcy Court in the
Reorganization Cases:

(i) if the fee auditor has any questions for any applicant, the fee auditor
may communicate such questions in writing to the applicant in an initial report
(an "Initial Report") within forty-five (45) days after the date on which the
applicable application for compensation or reimbursement was served on the fee
auditor;

(ii) any applicant who receives such an Initial Report and wishes to
respond thereto shall respond within thirty (30) days after the date of the
Initial Report and shall serve upon the fee auditor via e-mail a response in an
electronic format such as Microsoft Word, WordPerfect, or Excel, but not Adobe
Acrobat;

(iii) within thirty (30) days after the date on which any response to an
Initial Report is served on the fee auditor (or, if no such response is served,
within thirty (30) days after the deadline for serving such Initial Report has
passed), the fee auditor shall file with the Court a final report with respect
to each such application for compensation or reimbursement; and

(iv) within twenty (20) days after the date of the final report, the
subject applicant may file with the Court a response to such final report.

Notwithstanding the foregoing, the fee auditor and a professional may agree to
extend any of the time periods set forth in items (i) through (iv) above with
respect to any application filed by such professional.

ARTICLE III
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

Summary. Pursuant to Sections 1122 and 1123 of the Bankruptcy Code, Claims
and Equity Interests are classified for all purposes, including, without express
or implied limitation, voting, confirmation and distribution pursuant to the
Plan, as set forth herein. A Claim or Equity Interest shall be deemed classified
in a particular Class only to the extent that the Claim or Equity Interest
qualifies within the description of that Class, and shall be deemed classified
in a different Class to the extent that any remainder of such Claim or Equity
Interest qualifies within the description of such different Class. Other than
Asbestos Personal Injury Claims, a Claim or Equity Interest is in a particular
Class only to the extent that such Claim or Equity Interest is Allowed in that
Class and has not been paid or otherwise settled prior to the Effective Date.

ALLOWED CLAIMS HELD AGAINST ONE DEBTOR WILL BE SATISFIED SOLELY FROM THE
CASH AND ASSETS OF SUCH DEBTOR AND ITS ESTATE, PROVIDED THAT, TO THE EXTENT OF
ANY INSUFFICIENCY, FUNDS MAY BE ADVANCED TO THE RELEVANT DEBTORS BY THE ESTATE
OF FEDERAL-MOGUL. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NOTHING IN THE PLAN
OR THE DISCLOSURE STATEMENT SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE AN
ADMISSION THAT ANY ONE OF THE DEBTORS IS SUBJECT TO OR LIABLE FOR ANY CLAIM
AGAINST ANY OTHER DEBTOR. A CLAIM AGAINST MULTIPLE DEBTORS, TO THE EXTENT
ALLOWED IN EACH DEBTOR'S CASE, WILL BE TREATED AS A SEPARATE CLAIM AGAINST EACH
DEBTOR'S ESTATE FOR ALL PURPOSES (INCLUDING, BUT NOT LIMITED TO, VOTING AND
DISTRIBUTION, PROVIDED, HOWEVER, THAT THERE SHALL BE ONLY A SINGLE RECOVERY ON
ACCOUNT OF SUCH CLAIMS AND ANY DISTRIBUTION FROM A DEBTOR ON ACCOUNT OF SUCH
CLAIMS SHALL TAKE INTO ACCOUNT THE DISTRIBUTIONS TO BE MADE BY OTHER DEBTORS ON
ACCOUNT OF SUCH CLAIMS PURSUANT TO THE PLAN), AND SUCH CLAIMS WILL BE
ADMINISTERED AND TREATED IN THE MANNER PROVIDED IN THE PLAN.

The classification and treatment of Claims against and Equity Interests in
the primary five (5) U.S. Debtors and twelve (12) U.K. Debtors that are
contemplated to have material ongoing business operations after Confirmation of
the Plan, as well as two (2) U.K. Debtors (Federal-Mogul Eurofriction Limited
and TBA Industrial Products Limited) that had business operations as of the
Petition Date but have subsequently sold substantially all of their assets and
no longer have active business operations, are set forth in detail in the text
of the Plan which follows. For purposes of brevity and convenience, but with the
same legal force and effect as if set forth at length herein, the classification
and treatment of Claims against and Equity Interests in all remaining U.S.
Debtors and U.K. Debtors is set forth in Exhibit 3.20 to the Plan and the
explanatory notes accompanying Exhibit 3.20.

3.1. Federal-Mogul Corporation (Classes 1A through 1O)

3.1.1. Class 1A - Priority Claims.

(a) Classification: Class 1A consists of all Priority Claims against
Federal-Mogul.

(b) Treatment: On the Distribution Date, each holder of a Class 1A Allowed
Priority Claim shall receive either (I) Cash equal to the Allowed Amount of such
Priority Claim or (II) such other treatment as may be agreed upon in writing by
such holder and Reorganized Federal-Mogul.

(c) Voting: Class 1A is impaired and each holder of an Allowed Class 1A
Claim is entitled to vote to accept or reject the Plan.

3.1.2. Class 1B - Bank Claims.

(a) Classification: Class 1B consists of all Bank Claims against Federal
Mogul.

(b) In full and complete satisfaction of the Allowed Class 1B Claims,
including, without limitation, any subordination or turnover rights relating to
the Convertible Subordinated Debentures, the holders of such Claims shall
receive the following treatment:

(i) Claims arising under the Bank Credit Agreement (including certain
letter of credit obligations) shall be deemed fully Secured and Allowed in the
amount of $1,646,681,464.00 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars);

(ii) Reorganized Federal-Mogul shall (y) enter into, execute and deliver
the Reorganized Federal-Mogul Secured Term Loan Agreement which shall provide
for, among other things, the issuance to the holders of Allowed Class 1B Claims,
in accordance with each such holder's rights under the Bank Credit Agreement, of
term loans in the aggregate principal amount of $1,303,897,117.90 (as adjusted
as of the Effective Date to convert any foreign currencies to U.S. dollars) plus
the amount of any draws prior to the Effective Date on letters of credit
outstanding under the Bank Credit Agreement and (z) replace with the Exit
Facilities any letters of credit not drawn as of the Effective Date;

(iii) Reorganized Federal-Mogul shall issue and deliver to the PIK Notes
Trustee, for ultimate distribution to the holders of Allowed Class 1B Claims in
accordance with each such holder's rights under the Bank Credit Agreement, the
Reorganized Federal-Mogul Junior Secured PIK Notes in the amount of
$300,000,000.00; and

(iv) All adequate protection payments to the holders of Bank Claims
authorized under the Final Order approving the DIP Facility (and/or Final Orders
approving prior debtor-in-possession financing facilities for Federal-Mogul and
its subsidiaries) shall continue until and cease on the Effective Date and all
accrued and unpaid adequate protection payments as of the Effective Date will be
paid in Cash on the Effective Date. The holders of Bank Claims shall retain all
adequate protection payments made during these Reorganization Cases without any
diminution of the treatment set forth above.

All Claims arising under the Bank Credit Agreement are deemed fully Secured. As
a result, there are no unsecured Bank Claims and the holders of Bank Claims do
not have or hold any Class H Unsecured Claims against any of the Debtors.

(c) Voting: Class 1B is impaired and each holder of an Allowed Class 1B
Claim is entitled to vote to accept or reject the Plan.

3.1.3. Class 1C - Surety Claims

(a) Classification: Class 1C consists of all Surety Claims against
Federal-Mogul.

(b) Treatment: In full and complete satisfaction of the Allowed Class 1C
Surety Claims, the holders of such Claims shall receive the following treatment:

(i) Reorganized Federal-Mogul shall issue and deliver to the holders of the
Class 1C Surety Claims senior secured term loans in the aggregate principal
amount of $22,764,000, to be repaid under and evidenced by the Reorganized
Federal-Mogul Secured Term Loan Agreement as particularly set forth in Exhibit
1.1.192 to the Plan, and related documents, but in any event upon the same
terms, conditions, interest rate, maturity, collateral and lien priority as the
holders of Bank Claims shall receive under the Plan with respect to senior
secured term loans;

(ii) Reorganized Federal-Mogul shall issue and deliver to the PIK Notes
Trustee, for ultimate distribution to the holders of Class 1C Surety Claims,
Reorganized Federal-Mogul Junior Secured PIK Notes in the aggregate principal
amount of $5,236,000, to be repaid under and evidenced by the Reorganized
Federal-Mogul Junior Secured PIK Notes as particularly set forth in Exhibit
1.1.191 to the Plan, and related documents, but in any event upon the same
terms, conditions, interest rate, maturity, collateral and lien priority as the
holders of Bank Claims shall receive under the Plan with respect to Junior
Secured PIK Notes; and

(iii) All payments of fees and costs to the Sureties as authorized under
the Final Order approving the DIP Facility (as modified by the Surety Claims
Settlement Agreement), and adequate protection payments also authorized under
the Surety Claims Settlement Agreement, shall continue until and cease on the
Effective Date; all accrued and unpaid adequate protection payments or fee and
cost reimbursement payments will be paid in Cash on the Effective Date. The
holders of the Class 1C Surety Claims shall retain all adequate protection
payments and all fee and cost reimbursement payments made during the
Reorganization Cases without any diminution of the treatment set forth above.

(c) Voting: Class 1C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 1C Claim is
entitled to vote to accept or reject the Plan.

3.1.4. Class 1D - Noteholder Claims.

(a) Classification: Class 1D consists of all secured and unsecured
Noteholder Claims against Federal-Mogul, which shall be deemed Allowed as
follows:

(1) Claims arising under Federal-Mogul's 7.5% Notes due 2009 shall be
deemed Allowed in the aggregate amount of $572,812,500.00;

(2) Claims arising under Federal-Mogul's 7.375% Notes due 2006 shall be
deemed Allowed in the aggregate amount of $401,069,010.50;

(3) Claims arising under Federal-Mogul's 7.75% Notes due 2006 shall be
deemed Allowed in the aggregate amount of $399,595,000.10;

(4) Claims arising under Federal-Mogul's 7.875% Notes due 2010 shall be
deemed Allowed in the aggregate amount of $347,713,437.50;

(5) Claims arising under Federal-Mogul's 7.5% Notes due 2004 shall be
deemed Allowed in the aggregate amount of $244,500,000.00;

(6) Claims arising under Federal-Mogul's 8.8% Senior Notes due 2007 shall
be deemed Allowed in the aggregate amount of $107,663,379.80;

(7) Claims arising under Federal-Mogul's 8.37% Medium Term Notes due 2001
shall be deemed Allowed in the aggregate amount of $32,788,640.00;

(8) Claims arising under Federal-Mogul's 8.25% Medium Term Notes due 2005
shall be deemed Allowed in the aggregate amount of $15,364,375.00;

(9) Claims arising under Federal-Mogul's 8.33% Medium Term Notes due 2001
shall be deemed Allowed in the aggregate amount of $12,294,326.67;

(10) Claims arising under Federal-Mogul's 8.12% Medium Term Notes due 2003
shall be deemed Allowed in the aggregate amount of $10,239,088.89;

(11) Claims arising under Federal-Mogul's 8.16% Medium Term Notes due 2003
shall be deemed Allowed in the aggregate amount of $10,240,266.67;

(12) Claims arising under Federal-Mogul's 8.46% Medium Term Notes due 2002
shall be deemed Allowed in the aggregate amount of $5,124,550.00.

(b) Treatment: On the Distribution Date, the Disbursing Agent shall issue
and deliver to the indenture trustees for the Notes, to be allocated Pro Rata
among those indenture trustees based upon the deemed Allowed Amounts of the
Claims in Class 1D as set forth above, and for ultimate distribution to or for
the account of each Person holding an Allowed Class 1D Claim in accordance with
such holder's rights and interests under the applicable Notes and their
respective indentures, a Pro Rata portion of the Reorganized Federal-Mogul Class
A Common Stock. Such Pro Rata portion to be distributed to each particular
indenture trustee shall be determined by multiplying the total number of shares
representing such Class A Common Stock times a fraction, the numerator of which
equals the Allowed Amount of all Class 1D Claims represented by a particular
indenture pertaining to the Notes, and the denominator of which equals the
Allowed Amount of all Class 1D, Class 1F Claims, and Class H Claims held by
Electing Holders (as defined in Section 8.15.2 of the Plan). If Classes 1D and
1J vote to accept the Plan, and at least one of Classes 1M, 1N or 1O votes to
accept the Plan, then Class 1D shall also receive 50% of the Warrants to be
issued and distributed under the Plan; provided, however, Class 1D has agreed to
distribute any and all such Warrants to the holders of Class 1M, 1N and/or 1O
Claims and/or interests in accordance with Sections 3.1.13, 3.1.14 and 3.1.15 of
the Plan; provided, further, however, the distribution of the Warrants shall be
subject to the requirements of Section 8.3.7 of the Plan.

(c) Adequate Protection Payments: All adequate protection payments to the
holders of Class 1D Noteholder Claims authorized under the Final Order approving
the DIP Facility shall continue until and cease on the Effective Date and any
such adequate protection payments that are unpaid as of the Effective Date will
be paid in Cash on the Effective Date. The holders of Class 1D Noteholder Claims
shall retain any and all such adequate protection payments made and/or
authorized in connection with the DIP Facility without any diminution of the
treatment set forth above.

(d) Voting: Class 1D is impaired and each holder of an Allowed Class 1D
Claim is entitled to vote to accept or reject the Plan.

3.1.5. Class 1E - Other Secured Claims

(a) Classification: Class 1E consists of all Secured Claims against
Federal-Mogul other than Bank Claims, Surety Claims, Noteholder Claims or Bonded
Claims. Each Secured Claim against Federal-Mogul shall constitute a separate
sub-class (designated, for example, as Class 1E-1) for purposes of voting and
distribution.

(b) Treatment: At the option of the Debtor or the Reorganized Debtor and in
accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Class 1E, and each sub-class thereof, will be treated pursuant to one of the
following alternatives: (I) the Plan will leave unaltered the legal, equitable
and contractual rights to which each Secured Claim in Class 1E entitles the
holder; (II) the Debtor shall cure any default that occurred before or after the
Petition Date; the maturity of such Secured Claim shall be reinstated as such
maturity existed prior to any such default; the holder of such Secured Claim
shall be compensated for any damages incurred as a result of any reasonable
reliance by the holder on any right to accelerate its claim; and the legal,
equitable and contractual rights of such holder will not otherwise be altered;
(III) an Allowed Secured Claim shall receive such other treatment as the Debtor
and the holder shall agree; or (IV) all of the collateral for such Secured Claim
will be surrendered by the Debtor to the holder of such Claim on the Effective
Date or as soon as practicable thereafter.

(c) Voting: To the extent any Allowed Secured Claims are treated in the
manner set forth in clauses (I), (II), (III) or (IV) of the immediately
preceding subsection, Class 1E or the particular sub-class is unimpaired and
such holders are not entitled to vote to accept or reject the Plan.

3.1.6. Class 1F - Convertible Subordinated Debenture Claims

(a) Classification: Class 1F consists of all Allowed Claims arising under,
evidenced by, or based upon the Convertible Subordinated Debentures, which shall
be deemed Allowed in the amount that have not been converted prior to the
Effective Date or deemed to be converted pursuant to Section 8.3.2 of the Plan;
provided, however, to the extent that the beneficiaries of Convertible
Subordinated Debentures convert their securities to Federal-Mogul common stock
on or before the Record Date or are deemed to have so converted such securities
pursuant to Section 8.3.2 of the Plan, then such holders will be treated as
holders of Class 1O Federal-Mogul common stock and receive the distribution, if
any, to be made on account of such Class 1O Equity Interests under the Plan.

(b) Treatment: On the Distribution Date, in full and complete satisfaction
of the Allowed Class 1F Claims (including, without limitation, any guarantees
related to or arising from the Convertible Subordinated Debentures) the
Disbursing Agent shall issue and deliver to the indenture trustee for the
Convertible Subordinated Debentures a Pro Rata portion of the Reorganized
Federal-Mogul Class A Common Stock, which portion shall be determined by
multiplying the total number of shares representing such Class A Common Stock
times a fraction, the numerator of which equals the Allowed Amount of all Class
1F Claims, and the denominator of which equals the Allowed Amount of all Class
1D, Class 1F Claims, and Class H Claims held by Electing Holders (as defined in
Section 8.15.2 of the Plan), provided, however, to the extent necessary to
comply with the contractual subordination provisions in the indentures for the
Convertible Subordinated Debentures, the Disbursing Agent shall hold in trust
and cause all distributions allocable to the Allowed Convertible Subordinated
Debenture Claims to be paid directly to the applicable Indenture Trustees on
behalf of the Allowed Class 1D Noteholder Claims in accordance with the formula
set forth in Section 3.1.4(b) of the Plan. Solely for purposes of the
Declaration of Trust of Federal-Mogul Financing Trust regarding the Convertible
Subordinated Debentures, the bankruptcy of Federal-Mogul shall be deemed to have
occurred on the Effective Date, and the Federal-Mogul Financing Trust shall
thereupon be deemed dissolved as provided in such Declaration of Trust.

(c) Voting. Class 1F is impaired and each holder of an Allowed Class 1F
Claim is entitled to vote to accept or reject the Plan.

3.1.7. Class 1G - On-Site Environmental Claims

(a) Classification: Class 1G consists of all On-Site Environmental Claims
against Federal-Mogul.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 1G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 1G is unimpaired and holders of Class 1G Claims are thus
not entitled to vote to accept or reject the Plan.

3.1.8. Class 1H - Unsecured Claims

(a) Classification: Class 1H consists of all Unsecured Claims against
Federal-Mogul, other than any unsecured portion of Noteholder Claims, any
unsecured portion of Bonded Asbestos Personal Injury Claims, the Convertible
Subordinated Debenture Claims or other Claims specifically included in any other
Class.

(b) Treatment: Subject to Sections 8.15 and 8.24 of the Plan, each holder
of an Allowed Class 1H Unsecured Claim shall receive either (i) a total Cash
payment equal to 35% of such holder's Allowed Unsecured Claim, with such total
amount to be paid in three equal, annual installments, the first of which shall
be paid on the Distribution Date and the second and third on the first and
second anniversaries of the Distribution Date, respectively, or (ii) based on
such holder's election under Section 8.15.2 of the Plan, a Pro Rata share of
Reorganized Federal-Mogul Class A Common Stock to be issued and distributed on
the Distribution Date.

(c) Voting: Class 1H is impaired and each holder of an Allowed Class 1H
Claim is entitled to vote to accept or reject the Plan.

3.1.9. Class 1I - Non-Priority Employee Benefit Claims

(a) Classification: Class 1I consists of all Non-Priority Employee Benefit
Claims against Federal-Mogul.

(b) Treatment: On the Effective Date, Reorganized Federal-Mogul shall
continue, automatically and without further act, deed or court order, the
Employee Benefit Plans maintained by Federal-Mogul, and each holder of an
Allowed Non-Priority Employee Benefit Claim shall retain unaltered the legal,
equitable and contractual rights to which such Allowed Non-Priority Employee
Benefit Claim entitles such holder.

(c) Voting: Class 1I is unimpaired and holders of Class 1I Claims are thus
not entitled to vote to accept or reject the Plan.

3.1.10. Class 1J - Asbestos Personal Injury Claims

(a) Classification: Class 1J consists of all Asbestos Personal Injury
Claims against Federal-Mogul.

(b) Treatment: As of the Effective Date, liability for all Class 1J
Asbestos Personal Injury Claims shall be automatically and without further act,
deed or court order, transferred to, vested in and assumed by the Trust. Each
Asbestos Personal Injury Claim in Class 1J shall be addressed solely by the
Trust pursuant to and in accordance with the Asbestos Personal Injury Trust
Distribution Procedures. If Classes 1D and 1J vote to accept the Plan, and at
least one of Classes 1M, 1N or 1O votes to accept the Plan, then Class 1J shall
also receive 50% of the Warrants to be issued and distributed under the Plan;
provided, however, Class 1J has agreed to distribute any and all such Warrants
to the holders of Class 1M, 1N and/or 1O Claims and/or interests in accordance
with Sections 3.1.13, 3.1.14 and 3.1.15 of the Plan; provided, further, however,
the distribution of the Warrants shall be subject to the requirements of Section
8.3.7 of the Plan.

3.1.11. Class 1K - Bonded Claims

(a) Classification: Class 1K consists of all Bonded Claims against
Federal-Mogul.

(b) Treatment: Each holder of an Allowed Bonded Claim in Class 1K shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Bonded Claim entitles the holder.

(c) Voting: Class 1K is unimpaired and holders of Class 1K Claims are thus
not entitled to vote to accept or reject the Plan.

3.1.12. Class 1L - Affiliate Claims

(a) Classification: Class 1L consists of all Affiliate Claims against
Federal-Mogul Corporation.

(b) Treatment: On the Effective Date, at the option of the Plan Proponents,
all Affiliate Claims in Class 1L shall either be (a) reinstated, in full or in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 1L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against Federal-Mogul. Any and all Class 1L Claims, or
portions thereof, being reinstated and, to the extent, if any, that such Claims
are being subordinated to non-Affiliate Claims, are set forth in Exhibit 3.1.12
of the Plan.

(c) Voting: Class 1L is impaired and each holder of an Allowed Class 1L
Claim is entitled to vote to accept or reject the Plan.

3.1.13. Class 1M - Federal-Mogul Corporation Preferred Stock

(a) Classification: Class 1M consists of all shares of the Series C ESOP
Convertible Preferred Stock of Federal-Mogul, having a liquidation preference of
$63.75 per share, of which there are 439,937 shares outstanding.

(b) Treatment: All existing shares of outstanding Federal-Mogul preferred
stock and all rights related to such stock shall be cancelled, annulled and
extinguished on the Effective Date. If Classes 1D, 1J and 1M all vote to accept
the Plan, then each holder of Class 1M Equity Interest shall receive, in
exchange for and in full satisfaction of its Class 1M Equity Interest, Warrants
calculated as follows: for each outstanding share of Federal-Mogul preferred
stock held as of the Record Date, the holder shall receive Warrants in an amount
equal to (A)(i) two, divided by (ii) the sum of (a) two times the total number
of outstanding shares of Federal-Mogul preferred stock plus (b) the total number
of shares of Federal Mogul common stock deemed held by holders of Allowed Class
1N Claims (but only if Class 1N accepts the Plan) plus (c) the total number of
outstanding shares of Federal-Mogul common stock, including any shares deemed
issued pursuant to Section 8.3.2 of the Plan (but only if Class 1O accepts the
Plan), times (B) the total number of Warrants. If Class 1M rejects the Plan,
then no distributions shall be made on account of Class 1M Equity Interests.
Notwithstanding the foregoing or anything to the contrary in the Plan, the
distribution of the Warrants shall be subject to the requirements of Section
8.3.7 of the Plan.

(c) Voting: Class 1M is impaired and each holder of an Allowed Class 1M
Equity Interest is entitled to vote to accept or reject the Plan.

3.1.14. Class 1N - Subordinated Securities Claims

(a) Classification: Class 1N consists of all Subordinated Securities
Claims, if any, against Federal-Mogul.

(b) Treatment: If Classes 1D, 1J and 1N all vote to accept the Plan, each
holder of a Subordinated Securities Claim shall receive, in exchange for and in
full satisfaction of its Class 1N Subordinated Securities Claim, its Pro Rata
share of any applicable insurance and, with respect to any deficiency, the
holder shall receive Warrants calculated as follows: for each share of
Federal-Mogul common stock deemed held, the holder shall receive Warrants in an
amount equal to (A)(i) one, divided by (ii) the sum of (a) two times the total
number of outstanding shares of Federal-Mogul preferred stock (but only if Class
1M accepts the Plan) plus (b) the total number of shares of Federal-Mogul common
stock deemed held by holders of Allowed Class 1N Claims plus (c) the total
number of outstanding shares of Federal-Mogul common stock, including any shares
deemed issued pursuant to Section 8.3.2 of the Plan (but only if Class 1O
accepts the Plan), times (B) the total number of Warrants. For purposes of
calculating such distributions of Warrants, the holder of a Subordinated
Securities Claim shall be deemed to hold one share of Federal Mogul Corporation
common stock for each $28.00 of (i) its Subordinated Securities Claim minus (ii)
any insurance proceeds actually received in respect of such Subordinated
Securities Claim. If, however, Class 1N rejects the Plan, then no distributions
of Warrants shall be made on account of such Class 1N Claims. Notwithstanding
the foregoing or anything to the contrary in the Plan, the distribution of the
Warrants shall be subject to the requirements of Section 8.3.7 of the Plan.

(c) Voting: Class 1N is impaired and each holder of an Allowed Class 1N
Subordinated Securities Claim is entitled to vote to accept or reject the Plan.

3.1.15. Class 1O - Federal-Mogul Corporation Common Stock

(a) Classification: Class 1O consists of all outstanding shares of
Federal-Mogul common stock, of which there were 89,861,480 shares outstanding as
of July 25, 2007, and shall also include up to 1,482,716 additional shares which
may be deemed to be issued pursuant to Section 8.3.2 of the Plan.

(b) Treatment: All existing shares of outstanding Federal-Mogul common
stock and all rights related to such stock shall be cancelled, annulled and
extinguished on the Effective Date. If Classes 1D, 1J, and 1O all vote to accept
the Plan, then each holder of a Class 1O interest shall receive, in exchange for
and in full satisfaction of its Class 1O interest, Warrants calculated as
follows: for each outstanding share of Federal-Mogul common stock held as of the
Record Date, the holder shall receive Warrants in an amount equal to (A)(i) one,
divided by (ii) the sum of (a) two times the total number of outstanding shares
of Federal-Mogul preferred stock (but only if Class 1M accepts the Plan) plus
(b) the total number of shares of Federal-Mogul common stock deemed held by
holders of Allowed Class 1N Claims (but only if Class 1N accepts the Plan) plus
(c) the total number of outstanding shares of Federal-Mogul Corporation common
stock, including shares deemed issued pursuant to Section 8.3.2 of the Plan,
times (B) the total number of Warrants. If Class 1O rejects the Plan, then no
distribution shall be made on account of Class 1O interests. Notwithstanding the
foregoing or anything to the contrary in the Plan, the distribution of the
Warrants shall be subject to the requirements of Section 8.3.7 of the Plan.

(c) Voting: Class 1O is impaired and each holder of an Allowed Class 1O
Equity Interest is entitled to vote to accept or reject the Plan.

3.1.16. Class 1Q - Cooper Claims

(a) Classification: Class 1Q consists of all Cooper Claims against
Federal-Mogul.

(b) Treatment: The Class 1Q Cooper Claims shall be treated pursuant to one
of the following alternatives: (i) subject to the condition precedent that the
Plan A Date and the Date of Finality occur, the Class 1Q Cooper Claims shall be
treated as provided in the Plan A Settlement set forth in the Addendum as
implemented by Section 8.23 of the Plan, or (ii) if Articles II and III of the
Plan B Settlement Agreement become effective pursuant to Section 5.01 of the
Plan B Settlement Agreement prior to the Date of Finality, the Class 1Q Cooper
Claims shall be treated as provided in the Plan B Settlement Agreement, as
implemented by Section 8.22 of the Plan.

(c) Voting: Class 1Q is impaired. Subject to the terms of the Plan Support
Agreement, each holder of a Class 1Q Cooper Claim is entitled to vote to accept
or reject the Plan.

3.2. Federal-Mogul Piston Rings, Inc. ("FMPRI") (Classes 2A through 2P)

3.2.1. Class 2A - Priority Claims

(a) Classification: Class 2A consists of all Priority Claims against FMPRI.

(b) Treatment: On the Distribution Date, each holder of a Class 2A Allowed
Priority Claim shall receive either (I) Cash equal to the Allowed Amount of such
Priority Claim or (II) such other treatment as may be agreed upon in writing by
such holder and Reorganized FMPRI.

(c) Voting: Class 2A is impaired and the each holder of an Allowed Class 2A
Claim is entitled to vote to accept or reject the Plan.

3.2.2. Class 2B - Bank Claims

(a) Classification: Class 2B consists of all Bank Claims against FMPRI.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any obligation of FMPRI to holders of Bank Claims shall be
released, extinguished and discharged. In full and complete satisfaction of all
Allowed Class 2B Claims, Claims arising under the Bank Credit Agreement
(including certain letter of credit obligations) shall be deemed Allowed in the
amount of $1,646,681,464.00 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars) and Reorganized FMPRI shall guarantee on a
secured basis Reorganized Federal-Mogul's obligations under (y) the Reorganized
Federal Mogul Secured Term Loan Agreement and (z) the Reorganized Federal Mogul
Junior Secured PIK Notes.

(c) Voting: Class 2B is impaired and each holder of an Allowed Class 2B
Claim is entitled to vote to accept or reject the Plan.

3.2.3. Class 2C - Surety Claims

(a) Classification: Class 2C consists of all Surety Claims against FMPRI.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any indemnity contract or guarantee between FMPRI and any of
the Sureties relating to the CCR Surety Bonds, if any, and all Liens on any
property of FMPRI in favor of the Sureties, shall be released, extinguished and
discharged. In full and complete satisfaction of all Allowed Class 2C Surety
Claims, Claims of any of the Sureties relating to the CCR Surety Bonds shall be
deemed Allowed in the amount of $28,000,000 and FMPRI shall guarantee on a
secured basis Reorganized Federal-Mogul's obligations under (y) the Reorganized
Federal Mogul Secured Term Loan Agreement and (z) the Reorganized Federal Mogul
Junior Secured PIK Notes.

(c) Voting: Class 2C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 2C Claim is
entitled to vote to accept or reject the Plan.

3.2.4. Class 2D - Noteholder Claims

(a) Classification: Class 2D consists of all Secured and unsecured
Noteholder Claims against FMPRI.

(b) Treatment: On the Effective Date, all Claims arising under FMPRI's
guaranty of the Noteholder Claims shall be released, extinguished and
discharged. In consideration of the treatment accorded Class 1D, holders of
Class 2D Noteholder Claims shall receive no additional distribution under the
Plan on account of such Class 2D Noteholder Claims.

(c) Voting: Class 2D is impaired and each holder of an Allowed Class 2D
Claim is entitled to vote to accept or reject the Plan.

3.2.5. Class 2E - Other Secured Claims

(a) Classification: Class 2E consists of all Secured Claims against FMPRI
other than Bank Claims, Surety Claims, Noteholder Claims or Bonded Claims. Each
Secured Claim against FMPRI shall constitute a separate sub-class (designated,
for example, as Class 2E-1) for purposes of voting and distribution.

(b) Treatment: At the option of the Debtor or the Reorganized Debtor and in
accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Class 2E, and each sub-class thereof, will be treated pursuant to one of the
following alternatives: (I) the Plan will leave unaltered the legal, equitable
and contractual rights to which each Secured Claim in Class 2E entitles the
holder; (II) the Debtor shall cure any default that occurred before or after the
Petition Date; the maturity of such Secured Claim shall be reinstated as such
maturity existed prior to any such default; the holder of such Secured Claim
shall be compensated for any damages incurred as a result of any reasonable
reliance by the holder on any right to accelerate its claim; and the legal,
equitable and contractual rights of such holder will not otherwise be altered;
(III) an Allowed Secured Claim shall receive such other treatment as the Debtor
and the holder shall agree; or (IV) all of the collateral for such Secured Claim
will be surrendered by the Debtor to the holder of such Claim on the Effective
Date or as soon as practicable thereafter.

(c) Voting: To the extent any Allowed Secured Claims are treated in the
manner set forth in clauses (I), (II), (III) or (IV) of the immediately
preceding subsection, Class 2E or the particular sub-class is unimpaired and
such holders are not entitled to vote to accept or reject the Plan.

3.2.6. Class 2G - On-Site Environmental Claims

(a) Classification: Class 2G consists of all On-Site Environmental Claims
against FMPRI.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 2G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 2G is unimpaired and holders of Allowed Class 2G Claims
are thus not entitled to vote to accept or reject the Plan.

3.2.7. Class 2H - Unsecured Claims

(a) Classification: Class 2H consists of all Unsecured Claims against FMPRI
other than any unsecured portion of Noteholder Claims, any unsecured portion of
Bonded Asbestos Personal Injury Claims or other Claims specifically included in
any other Class.

(b) Treatment: Subject to Sections 8.15 and 8.24 of the Plan, each holder
of an Allowed Class 2H Unsecured Claim shall receive either (i) a total Cash
payment equal to 35% of such holder's Allowed Unsecured Claim, with such total
amount to be paid in three equal, annual installments, the first of which shall
be paid on the Distribution Date and the second and third on the first and
second anniversaries of the Distribution Date, respectively, or (ii) based on
such holder's election under Section 8.15.2 of the Plan, a Pro Rata share of
Reorganized Federal-Mogul Class A Common Stock to be issued and distributed on
the Distribution Date.

(c) Voting: Class 2H is impaired and each holder of an Allowed Class 2H
Claim is entitled to vote to accept or reject the Plan.

3.2.8. Class 2I - Non-Priority Employee Benefit Claims

(a) Classification: Class 2I consists of all Non-Priority Employee Benefit
Claims against FMPRI.

(b) Treatment: On the Effective Date, Reorganized FMPRI shall continue,
automatically and without further act, deed or court order, the Employee Benefit
Plans maintained by FMPRI, and each holder of an Allowed Class 2I Non-Priority
Employee Benefit Claim shall retain unaltered the legal, equitable and
contractual rights to which such Allowed Non-Priority Employee Benefit Claim
entitles such holder.

(c) Voting: Class 2I is unimpaired and holders of Allowed Class 2I Claims
are thus not entitled to vote to accept or reject the Plan.

3.2.9. Class 2K - Bonded Claims

(a) Classification: Class 2K consists of all Bonded Claims against FMPRI.

(b) Treatment: Each holder of an Allowed Bonded Claim in Class 2K shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Bonded Claim entitles the holder.

(c) Voting: Class 2K is unimpaired and holders of Allowed Class 2K Claims
are thus not entitled to vote to accept or reject the Plan.

3.2.10. Class 2L - Affiliate Claims

(a) Classification: Class 2L consists of all Affiliate Claims against
FMPRI.

(b) Treatment: On the Effective Date, at the option of the Plan Proponents,
all Affiliate Claims in Class 2L shall either be (a) reinstated, in full or in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 2L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMPRI. Any and all Class 2L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non-Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 2L is impaired and each holder of an Allowed Class 2L
Claim is entitled to vote to accept or reject the Plan.

3.2.11. Class 2N - Subordinated Securities Claims

(a) Classification: Class 2N consists of all Subordinated Securities Claims
against FMPRI.

(b) Treatment: No distributions shall be made on account of Subordinated
Securities Claims against FMPRI. All such Claims against FMPRI shall be
discharged and extinguished on the Effective Date.

(c) Voting: Class 2N is impaired and does not receive or retain any
property under the Plan. Accordingly, the holders of Class 2N Claims are
conclusively presumed to reject the Plan and the votes of such holders will not
be solicited.

3.2.12. Class 2P - Equity Interests

(a) Classification: Class 2P consists of all Equity Interests in FMPRI.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 2P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 2P is unimpaired and holders of Class 2P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.3. Federal-Mogul Powertrain, Inc. ("FMPI") (Classes 3A through 3P)

3.3.1. Class 3A - Priority Claims

(a) Classification: Class 3A consists of all Priority Claims against FMPI.

(b) Treatment: On the Distribution Date, each holder of a Class 3A Allowed
Priority Claim shall receive either (I) Cash equal to the Allowed Amount of such
Priority Claim or (II) such other treatment as may be agreed upon in writing by
such holder and Reorganized FMPI.

(c) Voting: Class 3A is impaired and each holder of an Allowed Class 3A
Claim is entitled to vote to accept or reject the Plan.

3.3.2. Class 3B - Bank Claims

(a) Classification: Class 3B consists of all Bank Claims against FMPI.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any obligation of FMPI to holders of Bank Claims shall be
released, extinguished and discharged. In full and complete satisfaction of the
Allowed Class 3B Claims, Claims arising under the Bank Credit Agreement
(including certain letter of credit obligations) shall be deemed Allowed in the
amount of $1,646,681,464.00 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars) and FMPI shall guarantee on a secured basis
Reorganized Federal-Mogul's obligations under (y) the Reorganized Federal Mogul
Secured Term Loan Agreement and (z) the Reorganized Federal Mogul Junior Secured
PIK Notes.

(c) Voting: Class 3B is impaired and each holder of an Allowed Class 3B
Claim is entitled to vote to accept or reject the Plan.

3.3.3. Class 3C - Surety Claims

(a) Classification: Class 3C consists of all Surety Claims against FMPI.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any indemnity contract or guarantee between FMPI and any of
the Sureties relating to the CCR Surety Bonds, if any, and all Liens on any
property of FMPI in favor of the Sureties, shall be released, extinguished and
discharged. In full and complete satisfaction of all Allowed Class 3C Surety
Claims, Claims of any of the Sureties relating to the CCR Surety Bonds shall be
deemed Allowed in the amount of $28,000,000 and FMPI shall guarantee on a
secured basis Reorganized Federal-Mogul's obligations under (y) the Reorganized
Federal Mogul Secured Term Loan Agreement and (z) the Reorganized Federal Mogul
Junior Secured PIK Notes.

(c) Voting: Class 3C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 3C Claim is
entitled to vote to accept or reject the Plan.

3.3.4. Class 3D - Noteholder Claims

(a) Classification: Class 3D consists of all Secured and unsecured
Noteholder Claims against FMPI.

(b) Treatment: On the Effective Date, all Claims arising under FMPI's
guaranty of the Noteholder Claims shall be released, extinguished and
discharged. In consideration of the treatment accorded Class 1D, holders of
Class 3D Noteholder Claims shall receive no additional distribution under the
Plan on account of such Class 3D Noteholder Claims.

(c) Voting: Class 3D is impaired and each holder of an Allowed Class 3D
Claim is entitled to vote to accept or reject the Plan.

3.3.5. Class 3E - Other Secured Claims

(a) Classification: Class 3E consists of all Secured Claims against FMPI
other than Bank Claims, Surety Claims, Noteholder Claims or Bonded Claims. Each
Secured Claim against FMPI shall constitute a separate sub-class (designated,
for example, as Class 3E-1) for purposes of voting and distribution.

(b) Treatment: At the option of the Debtor or the Reorganized Debtor and in
accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Class 3E, and each sub-class thereof, will be treated pursuant to one of the
following alternatives: (I) the Plan will leave unaltered the legal, equitable
and contractual rights to which each Secured Claim in Class 3E entitles the
holder; (II) the Debtor shall cure any default that occurred before or after the
Petition Date; the maturity of such Secured Claim shall be reinstated as such
maturity existed prior to any such default; the holder of such Secured Claim
shall be compensated for any damages incurred as a result of any reasonable
reliance by the holder on any right to accelerate its claim; and the legal,
equitable and contractual rights of such holder will not otherwise be altered;
(III) an Allowed Secured Claim shall receive such other treatment as the Debtor
and the holder shall agree; or (IV) all of the collateral for such Secured Claim
will be surrendered by the Debtor to the holder of such Claim on the Effective
Date or as soon as practicable thereafter.

(c) Voting: To the extent any Allowed Secured Claims are treated in the
manner set forth in clauses (I), (II), (III) or (IV) of the immediately
preceding subsection, Class 3E or the particular sub-class is unimpaired and
such holders are not entitled to vote to accept or reject the Plan.

3.3.6. Class 3G - On-Site Environmental Claims

(a) Classification: Class 3G consists of all On-Site Environmental Claims
against FMPI.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 3G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 3G is unimpaired and holders of Allowed Class 3G Claims
are thus not entitled to vote to accept or reject the Plan.

3.3.7. Class 3H - Unsecured Claims

(a) Classification: Class 3H consists of all Unsecured Claims against FMPI
other than any unsecured portion of Noteholder Claims, any unsecured portion of
Bonded Asbestos Personal Injury Claims, or other Claims specifically included in
any other Class.

(b) Treatment: Subject to Sections 8.15 and 8.24 of the Plan, each holder
of an Allowed Class 3H Unsecured Claim shall receive either (i) a total Cash
payment equal to 35% of such holder's Allowed Unsecured Claim, with such total
amount to be paid in three equal, annual installments, the first of which shall
be paid on the Distribution Date and the second and third on the first and
second anniversaries of the Distribution Date, respectively, or (ii) based on
such holder's election under Section 8.15.2 of the Plan, a Pro Rata share of
Reorganized Federal-Mogul Class A Common Stock to be issued and distributed on
the Distribution Date.

(c) Voting: Class 3H is impaired and each holder of an Allowed Class 3H
Claim is entitled to vote to accept or reject the Plan.

3.3.8. Class 3I - Non-Priority Employee Benefit Claims

(a) Classification: Class 3I consists of all Non-Priority Employee Benefit
Claims against FMPI.

(b) Treatment: On the Effective Date, Reorganized FMPI shall continue,
automatically and without further act, deed or court order, the Employee Benefit
Plans maintained by FMPI, and each holder of an Allowed Class 3I Non-Priority
Employee Benefit Claim shall retain unaltered the legal, equitable and
contractual rights to which such Allowed Non-Priority Employee Benefit Claim
entitles such holder.

(c) Voting: Class 3I is unimpaired and holders of Class 3I Claims are thus
not entitled to vote to accept or reject the Plan.

3.3.9. Class 3K - Bonded Claims

(a) Classification: Class 3K consists of all Bonded Claims against FMPI.

(b) Treatment: Each holder of an Allowed Bonded Claim in Class 3K shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Bonded Claim entitles the holder.

(c) Voting: Class 3K is unimpaired and holders of Class 3K Claims are thus
not entitled to vote to accept or reject the Plan.

3.3.10. Class 3L - Affiliate Claims

(a) Classification: Class 3L consists of all Affiliate Claims against FMPI.

(b) Treatment: On the Effective Date, at the option of the Plan Proponents,
all Affiliate Claims in Class 3L shall either be (a) reinstated, in full or in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 3L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMPI. Any and all Class 3L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non-Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 3L is impaired and each holder of an Allowed Class 3L
Claim is entitled to vote to accept or reject the Plan.

3.3.11. Class 3P - Equity Interests

(a) Classification: Class 3P consists of all Equity Interests in FMPI.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 3P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 3P is unimpaired and holders of Class 3P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.4. Federal-Mogul Ignition Company ("FMIC") (Classes 4A through 4P)

3.4.1. Class 4A - Priority Claims

(a) Classification: Class 4A consists of all Priority Claims against FMIC.

(b) Treatment: On the Distribution Date, each holder of a Class 4A Allowed
Priority Claim shall receive either (I) Cash equal to the Allowed Amount of such
Priority Claim or (II) such other treatment as may be agreed upon in writing by
such holder and Reorganized FMIC.

(c) Voting: Class 4A is impaired and each holder of an Allowed Class 4A
Claim is entitled to vote to accept or reject the Plan.

3.4.2. Class 4B - Bank Claims

(a) Classification: Class 4B consists of all Bank Claims against FMIC.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any obligation of FMIC to holders of Bank Claims shall be
released, extinguished and discharged. In full and complete satisfaction of all
Allowed Class 4B Claims, Claims arising under the Bank Credit Agreement
(including certain letter of credit obligations) shall be deemed Allowed in the
amount of $1,646,681,464.00 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars) and FMIC shall guarantee on a secured basis
Reorganized Federal-Mogul's obligations under (y) the Reorganized Federal Mogul
Secured Term Loan Agreement and (z) the Reorganized Federal Mogul Junior Secured
PIK Notes.

(c) Voting: Class 4B is impaired and each holder of an Allowed Class 4B
Claim is entitled to vote to accept or reject the Plan.

3.4.3. Class 4C - Surety Claims

(a) Classification: Class 4C consists of all Surety Claims against FMIC.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any indemnity contract or guarantee between FMIC and any of
the Sureties relating to the CCR Surety Bonds, if any, and all Liens on any
property of FMIC in favor of the Sureties, shall be released, extinguished and
discharged. In full and complete satisfaction of all Allowed Class 4C Surety
Claims, Claims of any of the Sureties relating to the CCR Surety Bonds shall be
deemed Allowed in the amount of $28,000,000 and FMIC shall guarantee on a
secured basis Reorganized Federal-Mogul's obligations under (y) the Reorganized
Federal Mogul Secured Term Loan Agreement and (z) the Reorganized Federal Mogul
Junior Secured PIK Notes.

(c) Voting: Class 4C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 4C Claim is
entitled to vote to accept or reject the Plan.

3.4.4. Class 4D - Noteholder Claims

(a) Classification: Class 4D consists of all Secured and unsecured
Noteholder Claims against FMIC.

(b) Treatment: On the Effective Date, all Claims arising under FMIC's
guaranty of the Noteholder Claims shall be released, extinguished and
discharged. In consideration of the treatment accorded Class 1D, holders of
Class 4D Noteholder Claims shall receive no additional distribution under the
Plan on account of such Class 4D Noteholder Claims.

(c) Voting: Class 4D is impaired and each holder of an Allowed Class 4D
Claim is entitled to vote to accept or reject the Plan.

3.4.5. Class 4E - Other Secured Claims

(a) Classification: Class 4E consists of all Secured Claims against FMIC
other than Bank Claims, Surety Claims, Noteholder Claims or Bonded Claims. Each
Secured Claim against FMIC shall constitute a separate sub-class (designated,
for example, as Class 4E-1) for purposes of voting and distribution.

(b) Treatment: At the option of the Debtor or the Reorganized Debtor and in
accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Class 4E, and each sub-class thereof, will be treated pursuant to one of the
following alternatives: (I) the Plan will leave unaltered the legal, equitable
and contractual rights to which each Secured Claim in Class 4E entitles the
holder; (II) the Debtor shall cure any default that occurred before or after the
Petition Date; the maturity of such Secured Claim shall be reinstated as such
maturity existed prior to any such default; the holder of such Secured Claim
shall be compensated for any damages incurred as a result of any reasonable
reliance by the holder on any right to accelerate its claim; and the legal,
equitable and contractual rights of such holder will not otherwise be altered;
(III) an Allowed Secured Claim shall receive such other treatment as the Debtor
and the holder shall agree; or (IV) all of the collateral for such Secured Claim
will be surrendered by the Debtor to the holder of such Claim on the Effective
Date or as soon as practicable thereafter.

(c) Voting: To the extent any Allowed Secured Claims are treated in the
manner set forth in clauses (I), (II), (III) or (IV) of the immediately
preceding subsection, Class 4E or the particular sub-class is unimpaired and
such holders are not entitled to vote to accept or reject the Plan.

3.4.6. Class 4G - On-Site Environmental Claims

(a) Classification: Class 4G consists of all On-Site Environmental Claims
against FMIC.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 4G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 4G is unimpaired and holders of Class 4G Claims are thus
not entitled to vote to accept or reject the Plan.

3.4.7. Class 4H - Unsecured Claims

(a) Classification: Class 4H consists of all Unsecured Claims against FMIC
other than any unsecured portion of Noteholder Claims, any unsecured portion of
Bonded Asbestos Personal Injury Claims, or other Claims specifically included in
any other Class.

(b) Treatment: Subject to Sections 8.15 and 8.24 of the Plan, each holder
of an Allowed Class 4H Unsecured Claim shall receive either (i) a total Cash
payment equal to 35% of such holder's Allowed Unsecured Claim, with such total
amount to be paid in three equal, annual installments, the first of which shall
be paid on the Distribution Date and the second and third on the first and
second anniversaries of the Distribution Date, respectively, or (ii) based on
such holder's election under Section 8.15.2 of the Plan, a Pro Rata share of
Reorganized Federal-Mogul Class A Common Stock to be issued and distributed on
the Distribution Date.

(c) Voting: Class 4H is impaired and each holder of an Allowed Class 4H
Claim is entitled to vote to accept or reject the Plan.

3.4.8. Class 4I - Non-Priority Employee Benefit Claims

(a) Classification: Class 4I consists of all Non-Priority Employee Benefit
Claims against FMIC.

(b) Treatment: On the Effective Date, Reorganized FMIC shall continue,
automatically and without further act, deed or court order, the Employee Benefit
Plans maintained by FMIC, and each holder of an Allowed Class 4I Non-Priority
Employee Benefit Claim shall retain unaltered the legal, equitable and
contractual rights to which such Allowed Non-Priority Employee Benefit Claim
entitles such holder.

(c) Voting: Class 4I is unimpaired and holders of Class 4I Claims are thus
not entitled to vote to accept or reject the Plan.

3.4.9. Class 4K - Bonded Claims

(a) Classification: Class 4K consists of all Bonded Claims against FMIC.

(b) Treatment: Each holder of an Allowed Bonded Claim in Class 4K shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Bonded Claim entitles the holder.

(c) Voting: Class 4K is unimpaired and holders of Class 4K Claims are thus
not entitled to vote to accept or reject the Plan.

3.4.10. Class 4L - Affiliate Claims

(a) Classification: Class 4L consists of all Affiliate Claims against FMIC.

(b) Treatment: On the Effective Date, at the option of the Plan Proponents,
all Affiliate Claims in Class 4L shall either be (a) reinstated, in full or in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 4L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMIC. Any and all Class 4L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non-Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 4L is impaired and each holder of an Allowed Class 4L
Claim is entitled to vote to accept or reject the Plan.

3.4.11. Class 4P - Equity Interests

(a) Classification: Class 4P consists of all Equity Interests in FMIC.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 4P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 4P is unimpaired and holders of Class 4P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.5. Federal-Mogul Products, Inc. ("FMP") (Classes 5A through 5P)

3.5.1. Class 5A - Priority Claims

(a) Classification: Class 5A consists of all Priority Claims against FMP.

(b) Treatment: On the Distribution Date, each holder of a Class 5A Allowed
Priority Claim shall receive either (I) Cash equal to the Allowed Amount of such
Priority Claim or (II) such other treatment as may be agreed upon in writing by
such holder and Reorganized FMP.

(c) Voting: Class 5A is impaired and each holder of an Allowed Class 5A
Claim is entitled to vote to accept or reject the Plan.

3.5.2. Class 5B -Bank Claims

(a) Classification: Class 5B consists of all Bank Claims against FMP.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any obligation of FMP to holders of Bank Claims shall be
released, extinguished and discharged. In full and complete satisfaction of all
Allowed Class 5B Bank Claims, Claims arising under the Bank Credit Agreement
(including certain letter of credit obligations) shall be deemed Allowed in the
amount of $1,646,681,464.00 (as adjusted as of the Effective Date to convert any
foreign currencies to U.S. dollars) and FMP shall guarantee on a secured basis
Reorganized Federal-Mogul's obligations under (y) the Reorganized Federal Mogul
Secured Term Loan Agreement and (z) the Reorganized Federal Mogul Junior Secured
PIK Notes.

(c) Voting: Class 5B is impaired and each holder of an Allowed Class 5B
Claim is entitled to vote to accept or reject the Plan.

3.5.3. Class 5C - Surety Claims

(a) Classification: Class 5C consists of all Surety Claims against FMP.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any indemnity contract or guarantee between FMP and any of
the Sureties relating to the CCR Surety Bonds, if any, and all Liens on any
property of FMP in favor of the Sureties, shall be released, extinguished and
discharged. In full and complete satisfaction of all Allowed Class 5C Surety
Claims, Claims of any of the Sureties relating to the CCR Surety Bonds shall be
deemed Allowed in the amount of $28,000,000 and FMP shall guarantee on a secured
basis Reorganized Federal-Mogul's obligations under (y) the Reorganized Federal
Mogul Secured Term Loan Agreement and (z) the Reorganized Federal Mogul Junior
Secured PIK Notes.

(c) Voting: Class 5C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 5C Claim is
entitled to vote to accept or reject the Plan.

3.5.4. Class 5D - Noteholder Claims

(a) Classification: Class 5D consists of all Secured and unsecured
Noteholder Claims against FMP.

(b) Treatment: On the Effective Date, all Claims arising under FMP's
guaranty of the Noteholder Claims shall be released, extinguished and
discharged. In consideration of the treatment accorded Class 1D, holders of
Class 5D Noteholder Claims shall receive no additional distribution under the
Plan on account of such Class 5D Noteholder Claims.

(c) Voting: Class 5D is impaired and each holder of an Allowed Class 5D
Claim is entitled to vote to accept or reject the Plan.

3.5.5. Class 5E - Other Secured Claims

(a) Classification: Class 5E consists of all Secured Claims against FMP
other than Bank Claims, Surety Claims, Noteholder Claims or Bonded Claims. Each
Secured Claim against FMP shall constitute a separate sub-class (designated, for
example, as Class 5E-1) for purposes of voting and distribution.

(b) Treatment: At the option of the Debtor or the Reorganized Debtor and in
accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Class 5E, and each sub-class thereof, will be treated pursuant to one of the
following alternatives: (I) the Plan will leave unaltered the legal, equitable
and contractual rights to which each Secured Claim in Class 5E entitles the
holder; (II) the Debtor shall cure any default that occurred before or after the
Petition Date; the maturity of such Secured Claim shall be reinstated as such
maturity existed prior to any such default; the holder of such Secured Claim
shall be compensated for any damages incurred as a result of any reasonable
reliance by the holder on any right to accelerate its claim; and the legal,
equitable and contractual rights of such holder will not otherwise be altered;
(III) an Allowed Secured Claim shall receive such other treatment as the Debtor
and the holder shall agree; or (IV) all of the collateral for such Secured Claim
will be surrendered by the Debtor to the holder of such Claim on the Effective
Date or as soon as practicable thereafter.

(c) Voting: To the extent any Allowed Secured Claims are treated in the
manner set forth in clauses (I), (II), (III) or (IV) of the immediately
preceding subsection, Class 5E or the particular sub-class is unimpaired and
such holders are not entitled to vote to accept or reject the Plan.

3.5.6. Class 5G - On-Site Environmental Claims

(a) Classification: Class 5G consists of all On-Site Environmental Claims
against FMP.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 5G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 5G is unimpaired and holders of Class 5G Claims are thus
not entitled to vote to accept or reject the Plan.

3.5.7. Class 5H - Unsecured Claims

(a) Classification: Class 5H consists of all Unsecured Claims against FMP
other than any unsecured portion of Noteholder Claims, any unsecured portion of
Bonded Asbestos Personal Injury Claims or other Claims specifically included in
any other Class.

(b) Treatment: Subject to Sections 8.15 and 8.24 of the Plan, each holder
of an Allowed Class 5H Unsecured Claim shall receive either (i) a total Cash
payment equal to 35% of such holder's Allowed Unsecured Claim, with such total
amount to be paid in three equal, annual installments, the first of which shall
be paid on the Distribution Date and the second and third on the first and
second anniversaries of the Distribution Date, respectively, or (ii) based on
such holder's election under Section 8.15.2 of the Plan, a Pro Rata share of
Reorganized Federal-Mogul Class A Common Stock to be issued and distributed on
the Distribution Date.

(c) Voting: Class 5H is impaired and each holder of an Allowed Class 5H
Claim is entitled to vote to accept or reject the Plan.

3.5.8. Class 5I - Non-Priority Employee Benefit Claims

(a) Classification: Class 5I consists of all Non-Priority Employee Benefit
Claims against FMP.

(b) Treatment: On the Effective Date, Reorganized FMP shall continue,
automatically and without further act, deed or court order, the Employee Benefit
Plans maintained by FMP, and each holder of an Allowed Class 5I Non-Priority
Employee Benefit Claim shall retain unaltered the legal, equitable and
contractual rights to which such Allowed Non-Priority Employee Benefit Claim
entitles such holder.

(c) Voting: Class 5I is unimpaired and holders of Class 5I Claims are thus
not entitled to vote to accept or reject the Plan.

3.5.9. Class 5J - Asbestos Personal Injury Claims

(a) Classification: Class 5J consists of all Asbestos Personal Injury
Claims against FMP.

(b) Treatment: As of the Effective Date, liability for all Class 5J
Asbestos Personal Injury Claims shall be automatically and without further act,
deed or court order, transferred to, vested in and assumed by the Trust. Each
Asbestos Personal Injury Claim in Class 5J shall be addressed solely by the
Trust pursuant to and in accordance with the Asbestos Personal Injury Trust
Distribution Procedures.

3.5.10. Class 5K - Bonded Claims

(a) Classification: Class 5K consists of all Bonded Claims against FMP.

(b) Treatment: Each holder of an Allowed Bonded Claim in Class 5K shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Bonded Claim entitles the holder.

(c) Voting: Class 5K is unimpaired and holders of Class 5K Claims are thus
not entitled to vote to accept or reject the Plan.

3.5.11. Class 5L - Affiliate Claims

(a) Classification: Class 5L consists of all Affiliate Claims against FMP.

(b) Treatment: On the Effective Date, at the option of the Plan Proponents,
all Affiliate Claims in Class 5L shall either be (a) reinstated, in full or in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 5L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMP. Any and all Class 5L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 5L is impaired and each holder of an Allowed Class 5L
Claim is entitled to vote to accept or reject the Plan.

3.5.12. Class 5P - Equity Interests

(a) Classification: Class 5P consists of all Equity Interests in FMP.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 5P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 5P is unimpaired and holders of Class 5P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.5.13. Class 5Q - Pneumo Parties Claims

(a) Classification: Class 5Q consists of all Pneumo Parties Claims against
FMP.

(b) Treatment: The Class 5Q Pneumo Parties Claims shall be treated pursuant
to one of the following alternatives: (i) subject to the condition precedent
that the Plan A Date and the Date of Finality occur, the Class 5Q Pneumo Parties
Claims shall be treated as provided in the Plan A Settlement set forth in the
Addendum as implemented by Section 8.23 of the Plan, or (ii) if Articles II and
III of the Plan B Settlement Agreement become effective pursuant to Section 5.01
of the Plan B Settlement Agreement prior to the Date of Finality, the Class 5Q
Pneumo Parties Claims shall be treated as provided in the Plan B Settlement
Agreement, as implemented by Section 8.22 of the Plan.

(c) Voting: Class 5Q is impaired. Subject to the terms of the Plan Support
Agreement, each holder of a Class 5Q Pneumo Parties Claim is entitled to vote to
accept or reject the Plan.

3.6. T&N Limited ("T&N") (Classes 6A - 6P)

3.6.1. Class 6A - Priority Claims

(a) Classification: Class 6A consists of all Priority Claims against T&N.
Class 6A Priority Claims shall include, without limitation, all Priority Claims
against other U.K. Debtors for which T&N is liable under applicable
non-bankruptcy law as a result of agency agreements entered into with such
Affiliate prior to the Petition Date; provided, however, to ensure that there
shall be no double recovery to any holder on account of the inclusion in Class
6A of any Priority Claim against T&N as a result of such agency agreements, such
holder shall be required to make an election as to whether such Priority Claim
shall be asserted against T&N as principal, or against the relevant Affiliate of
T&N which was acting as the agent of T&N.

(b) Treatment: Each holder of an Allowed Class 6A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 6A is unimpaired and holders of Class 6A Claims are thus
not entitled to vote to accept or reject the Plan.

3.6.2. Class 6C - Surety Claims

(a) Classification: Class 6C consists of all Surety Claims against T&N.

(b) Treatment: On the Effective Date, all Claims and interests arising
under or related to any indemnity contract or guarantee between T&N and any of
the Sureties relating to the CCR Surety Bonds, if any, shall be released,
extinguished and discharged. In full and complete satisfaction of all Allowed
Class 6C Surety Claims, Claims of any of the Sureties relating to the CCR Surety
Bonds shall be deemed Allowed in the amount of $28,000,000 and T&N shall
guarantee on an unsecured basis Reorganized Federal-Mogul's obligations under
(y) the Reorganized Federal Mogul Secured Term Loan Agreement and (z) the
Reorganized Federal Mogul Junior Secured PIK Notes.

(c) Voting: Class 6C is impaired and, subject to the terms of the Surety
Claims Settlement Agreement, each holder of an Allowed Class 6C Claim is
entitled to vote to accept or reject the Plan.

3.6.3. Class 6E - Other Secured Claims

(a) Classification: Class 6E consists of all Secured Claims against T&N
other than Bonded Claims. Each Secured Claim against T&N shall constitute a
separate sub-class (designated, for example, as Class 6E-1) for purposes of
voting and distribution.

(b) Treatment: In accordance with Section 1124 of the Bankruptcy Code, the
Plan will leave unaltered the legal, equitable and contractual rights to which
each Allowed Secured Claim in Class 6E entitles the holder.

(c) Voting: Class 6E or the particular sub-class is unimpaired, and holders
of Claims in such Class or sub-class are thus not entitled to vote to accept or
reject the Plan.

3.6.4. Class 6H - Unsecured Claims

(a) Classification: Class 6H consists of all Unsecured Claims against T&N
other than any Claims that are specifically included in any other Class. Class
6H shall also expressly include, without limitation, all Unsecured Claims
against other U.K. Debtors or non-Debtor Affiliates of T&N for which T&N is
liable under applicable non-bankruptcy law as a result of agency agreements
entered into with such Affiliate prior to the Petition Date; provided, however,
that to ensure that there shall be no double recovery to any holder on account
of the inclusion in Class 6H of any Claim against T&N as a result of any such
agency agreements, such holder shall be required to make an election as to
whether such Claim shall be asserted against T&N as principal, or against the
relevant Affiliate of T&N which was acting as the agent of T&N.

(b) Treatment: Each holder of an Allowed Class 6H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for T&N in the U.K.
administration proceedings of T&N in full satisfaction of such Allowed Class 6H
Claim.

(c) Voting: Class 6H is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 6H Claim is entitled to vote to accept or
reject the Plan.

3.6.5. Class 6H.PD - Asbestos Property Damage Claims

(a) Classification: Class 6H.PD consists of all Asbestos Property Damage
Claims against T&N.

(b) Treatment:

(i) If a holder of a Class 6H.PD Claim submits (or is deemed to submit) a
Notice of Claim on account of such Claim in the CVA for T&N, then the holder of
such Class 6H.PD Claim shall receive the treatment afforded to such Claim under
the CVA proposed for T&N in the U.K. administration proceedings of T&N in full
satisfaction of such Claim.

(ii) If a holder of a Class 6H.PD Claim does not submit (or is not deemed
to submit) a Notice of Claim on account of such Claim in the CVA for T&N, then
each holder of an Allowed Class 6H.PD Claim shall receive, in full and complete
satisfaction of such Claim, a Cash payment equal to the Allowed Amount of such
Claim multiplied by 0.08, unless such Claim is subject to the Settlement
Agreement to be implemented pursuant to Section 8.26 of the Plan.

(c) Voting: Class 6H.PD is impaired and each holder of an Allowed Class
6H.PD Claim is entitled to vote to accept or reject the Plan.

3.6.6. Class 6I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 6I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against T&N.

(b) Treatment: Each holder of an Allowed Class 6I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for T&N in the U.K.
administration proceedings of T&N.

(c) Voting: Class 6I is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 6I Claim is entitled to vote to accept or
reject the Plan.

3.6.7. Class 6J - Asbestos Personal Injury Claims

(a) Classification: Class 6J consists of all Asbestos Personal Injury
Claims against T&N, and shall also include, without limitation, all Asbestos
Personal Injury Claims against other U.K. Debtors or non-Debtor Affiliates of
T&N for which T&N is liable under applicable non-bankruptcy law as a result of
agency agreements entered into with such Affiliates before the Petition Date, to
the extent that the holders of such Claims against the Affiliates of T&N so
elect. To ensure that there shall be no double recovery to any holder on account
of the inclusion in Class 6J of any Asbestos Personal Injury Claim (other than a
CVA Asbestos Claim) against T&N as a result of such agency agreements, each
holder of such Claim against a T&N Affiliate shall be required to make an
election as to whether such Asbestos Personal Injury Claim shall be asserted
against T&N as principal, or against the relevant Affiliate of T&N which was
acting as the agent of T&N.

(b) Treatment: As of the Effective Date, liability for all Class 6J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized T&N for each Class 6J Claim shall continue but recourse
to the assets of Reorganized T&N in respect of such liability shall, by
operation of the Plan, the CVA for T&N, and the Confirmation Order, be limited
in accordance with and to the extent set forth in Article IV of the Plan,
including specifically, without limitation, Section 4.5 of the Plan and the
provisions relating to the Hercules Policy and any EL Asbestos Insurance. Upon
the Hercules Policy Expiry Date and/or the EL Asbestos Insurance Expiry Date,
Reorganized T&N shall be, without further order of court, released and
discharged from Class 6J Asbestos Personal Injury Claims in accordance with and
to the extent set forth in Article IV of the Plan, including specifically,
without limitation, Section 4.5 of the Plan.

3.6.8. Class 6L - Affiliate Claims

(a) Classification: Class 6L consists of all Affiliate Claims against T&N.
Class 6L Affiliate Claims shall include, without limitation, all Affiliate
Claims against other U.K. Debtors or non-Debtor Affiliates of T&N for which T&N
is liable under applicable non bankruptcy law as a result of agency agreements
entered into with such Affiliate prior to the Petition Date; provided that, to
ensure that there shall be no double recovery to any holder on account of the
inclusion in Class 6L of any Affiliate Claim against T&N as a result of such
agency agreements, such holder shall be required to make an election as to
whether such Affiliate Claim shall be asserted against T&N as principal, or
against the relevant Affiliate of T&N which was acting as the agent of T&N.

(b) Treatment: All Affiliate Claims in Class 6L shall receive the treatment
afforded to such Claims under the CVA proposed for T&N in the U.K.
administration proceedings of T&N. If such Affiliate Claims are not compromised
under the CVA proposed for T&N, then such Affiliate Claims shall be reinstated
in full unless, at the option of the Plan Proponents, they are (a) reinstated in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 6L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against T&N. Any and all Class 6L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 6L is unimpaired and holders of Class 6L Claims are thus
not entitled to vote to accept or reject the Plan.

3.6.9. Class 6P - Equity Interests

(a) Classification: Class 6P consists of all Equity Interests in T&N.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 6P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 6P is unimpaired and holders of Class 6P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.7. Federal-Mogul Ignition (U.K.) Limited ("FM Ignition")(Classes 7A - 7P)

3.7.1. Class 7A - Priority Claims

(a) Classification: Class 7A consists of all Priority Claims against FM
Ignition.

(b) Treatment: Each holder of an Allowed Class 7A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 7A is unimpaired and holders of Class 7A Claims are thus
not entitled to vote to accept or reject the Plan.

3.7.2. Class 7H - Unsecured Claims

(a) Classification: Class 7H consists of all Unsecured Claims against FM
Ignition other than any Claims that are specifically included in any other
Class.

(b) Treatment: Each holder of an Allowed Class 7H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FM Ignition in the
U.K. administration proceedings of FM Ignition in full satisfaction of such
Allowed Class 7H Claim.

(c) Voting: Class 7H is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 7H Claim is entitled to vote to accept or
reject the Plan.

3.7.3. Class 7I - Non-Priority FM Ignition Pension Plan Employee Benefit
Claims

(a) Classification: Class 7I consists of all Non-Priority FM Ignition
Pension Plan Employee Benefit Claims against FM Ignition.

(b) Treatment: Each holder of an Allowed Class 7I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FM Ignition in the
U.K. administration proceedings of FM Ignition.

(c) Voting: Class 7I is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 7I Claim is entitled to vote to accept or
reject the Plan.

3.7.4. Class 7J - Asbestos Personal Injury Claims

(a) Classification: Class 7J consists of all Asbestos Personal Injury
Claims against FM Ignition.

(b) Treatment: As of the Effective Date, liability for all Class 7J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FM Ignition for each Class 7J Claim shall continue but
recourse to the assets of Reorganized FM Ignition in respect of such liability
shall, by operation of the Plan, the CVA for FM Ignition, and the Confirmation
Order, be limited in accordance with and to the extent set forth in Article IV
of the Plan, including specifically, without limitation, Section 4.5 of the Plan
and the provisions relating to the Hercules Policy and any EL Asbestos
Insurance. Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance
Expiry Date, Reorganized FM Ignition shall be, without further order of court,
released and discharged from Class 7J Asbestos Personal Injury Claims in
accordance with and to the extent set forth in Article IV of the Plan, including
specifically, without limitation, Section 4.5 of the Plan.

3.7.5. Class 7L - Affiliate Claims

(a) Classification: Class 7L consists of all Affiliate Claims against FM
Ignition.

(b) Treatment: All Affiliate Claims in Class 7L shall receive the treatment
afforded to such Claims under the CVA proposed for FM Ignition in the U.K.
administration proceedings of FM Ignition. If such Affiliate Claims are not
compromised under the CVA proposed for FM Ignition, then such Affiliate Claims
shall be reinstated in full unless, at the option of the Plan Proponents, they
are (a) reinstated in part, or (b) discharged and extinguished, in full or in
part, in which case such discharged and extinguished portion shall be eliminated
and the holders thereof shall not be entitled to, and shall not receive or
retain, any property or interest on account of such portion under the Plan;
provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
7L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against FM Ignition. Any and all Class 7L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 7L is unimpaired and holders of Class 7L Claims are thus
not entitled to vote to accept or reject the Plan.

3.7.6. Class 7P - Equity Interests

(a) Classification: Class 7P consists of all Equity Interests in FM
Ignition.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 7P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 7P is unimpaired and holders of Class 7P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.8. Federal-Mogul Systems Protection Group Limited ("FMSPG") (Classes 8A
8P)

3.8.1. Class 8A - Priority Claims

(a) Classification: Class 8A consists of all Priority Claims against FMSPG
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 8A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 8A is unimpaired and holders of Class 8A Claims are thus
not entitled to vote to accept or reject the Plan.

3.8.2. Class 8H - Unsecured Claims

(a) Classification: Class 8H consists of all Unsecured Claims against FMSPG
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 8H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSPG in the U.K.
administration proceedings of FMSPG in full satisfaction of such Allowed Class
8H Claim.

(c) Voting: Class 8H is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 8H Claim is entitled to vote to accept or
reject the Plan.

3.8.3. Class 8I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 8I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMSPG.

(b) Treatment: Each holder of an Allowed Class 8I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSPG in the U.K.
administration proceedings of FMSPG.

(c) Voting: Class 8I is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 8I Claim is entitled to vote to accept or
reject the Plan.

3.8.4. Class 8L - Affiliate Claims

(a) Classification: Class 8L consists of all Affiliate Claims against
FMSPG, other than any such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 8L shall receive the treatment
afforded to such Claims under the CVA proposed for FMSPG in the U.K.
administration proceedings of FMSPG. If such Affiliate Claims are not
compromised under the CVA proposed for FMSPG, then such Affiliate Claims shall
be reinstated in full unless, at the option of the Plan Proponents, they are (a)
reinstated in part, or (b) discharged and extinguished, in full or in part, in
which case such discharged and extinguished portion shall be eliminated and the
holders thereof shall not be entitled to, and shall not receive or retain, any
property or interest on account of such portion under the Plan; provided,
however, that prior to such discharge and extinguishment such Affiliate Claims
may be contributed to capital, transferred, setoff or subject to any other
arrangement at the option of the Plan Proponents. If any such Class 8L Claim is
reinstated, in full or in part, such reinstated Claim may, at the option of the
Plan Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMSPG. Any and all Class 8L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non-Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 8L is unimpaired and holders of Class 8L Claims are thus
not entitled to vote to accept or reject the Plan.

3.8.5. Class 8P - Equity Interests

(a) Classification: Class 8P consists of all Equity Interests in FMSPG.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 8P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 8P is unimpaired and holders of Class 8P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.9. Federal-Mogul Aftermarket UK Limited ("FMAUK") (Classes 9A - 9P)

3.9.1. Class 9A - Priority Claims

(a) Classification: Class 9A consists of all Priority Claims against FMAUK
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 9A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 9A is unimpaired and holders of Class 9A Claims are thus
not entitled to vote to accept or reject the Plan.

3.9.2. Class 9H - Unsecured Claims

(a) Classification: Class 9H consists of all Unsecured Claims against FMAUK
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 9H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMAUK in the U.K.
administration proceedings of FMAUK in full satisfaction of such Allowed Class
9H Claim.

(c) Voting: Class 9H is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 9H Claim is entitled to vote to accept or
reject the Plan.

3.9.3. Class 9I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 9I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMAUK.

(b) Treatment: Each holder of an Allowed Class 9I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMAUK in the U.K.
administration proceedings of FMAUK.

(c) Voting: Class 9I is impaired and, subject to the terms of the Principal
CVAs, each holder of an Allowed Class 9I Claim is entitled to vote to accept or
reject the Plan.

3.9.4. Class 9L - Affiliate Claims

(a) Classification: Class 9L consists of all Affiliate Claims against
FMAUK, other than any such Affiliate Claims in respect of which the holder has
elected to assert the Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 9L shall receive the treatment
afforded to such Claims under the CVA proposed for FMAUK in the U.K.
administration proceedings of FMAUK. If such Affiliate Claims are not
compromised under the CVA proposed for FMAUK, then such Affiliate Claims shall
be reinstated in full unless, at the option of the Plan Proponents, they are (a)
reinstated in part, or (b) discharged and extinguished, in full or in part, in
which case such discharged and extinguished portion shall be eliminated and the
holders thereof shall not be entitled to, and shall not receive or retain, any
property or interest on account of such portion under the Plan; provided,
however, that prior to such discharge and extinguishment such Affiliate Claims
may be contributed to capital, transferred, setoff or subject to any other
arrangement at the option of the Plan Proponents. If any such Class 9L Claim is
reinstated, in full or in part, such reinstated Claim may, at the option of the
Plan Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMAUK. Any and all Class 9L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 9L is unimpaired and holders of Class 9L Claims are thus
not entitled to vote to accept or reject the Plan.

3.9.5. Class 9P - Equity Interests

(a) Classification: Class 9P consists of all Equity Interests in FMAUK.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 9P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 9P is unimpaired and holders of Class 9P Equity Interests
are thus not entitled to vote to accept or reject the Plan.

3.10. Federal-Mogul Sintered Products Limited ("FMSP") (Classes 10A - 10P)

3.10.1. Class 10A - Priority Claims

(a) Classification: Class 10A consists of all Priority Claims against FMSP,
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 10A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 10A is unimpaired and holders of Class 10A Claims are
thus not entitled to vote to accept or reject the Plan.

3.10.2. Class 10H - Unsecured Claims

(a) Classification: Class 10H consists of all Unsecured Claims against FMSP
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 10H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSP in the U.K.
administration proceedings of FMSP in full satisfaction of such Allowed Class
10H Claim.

(c) Voting: Class 10H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 10H Claim is entitled to vote to
accept or reject the Plan.

3.10.3. Class 10I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 10I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMSP.

(b) Treatment: Each holder of an Allowed Class 10I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSP in the U.K.
administration proceedings of FMSP.

(c) Voting: Class 10I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 10I Claim is entitled to vote to
accept or reject the Plan.

3.10.4. Class 10L - Affiliate Claims

(a) Classification: Class 10L consists of all Affiliate Claims against
FMSP, other than any such Affiliate Claims in respect of which the holder has
made an election to assert the Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 10L shall receive the
treatment afforded to such Claims under the CVA proposed for FMSP in the U.K.
administration proceedings of FMSP. If such Affiliate Claims are not compromised
under the CVA proposed for FMSP, then such Affiliate Claims shall be reinstated
in full unless, at the option of the Plan Proponents, they are (a) reinstated in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 10L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMSP. Any and all Class 10L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 10L is unimpaired and holders of Class 10L Claims are
thus not entitled to vote to accept or reject the Plan.

3.10.5. Class 10P - Equity Interests

(a) Classification: Class 10P consists of all Equity Interests in FMSP.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 10P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 10P is unimpaired and holders of Class 10P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.11. Federal-Mogul Sealing Systems (Slough) Limited ("FMSS-Slough")
(Classes 11A - 11P)

3.11.1. Class 11A - Priority Claims

(a) Classification: Class 11A consists of all Priority Claims against
FMSS-Slough, other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 11A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 11A is unimpaired and holders of Class 11A Claims are
thus not entitled to vote to accept or reject the Plan.

3.11.2. Class 11G -- On-Site Environmental Claims

(a) Classification: Class 11G consists of all On-Site Environmental Claims
against FMSS-Slough.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 11G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 11G is unimpaired and holders of Class 11G Claims are
thus not entitled to vote to accept or reject the Plan.

3.11.3. Class 11H - Unsecured Claims

(a) Classification: Class 11H consists of all Unsecured Claims against FMSS
Slough other than any Claims that are specifically included in any other Class
and other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 11H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSS-Slough in the
U.K. administration proceedings of FMSS-Slough in full satisfaction of such
Allowed Class H Claim.

(c) Voting: Class 11H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 11H Claim is entitled to vote to
accept or reject the Plan.

3.11.4. Class 11I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 11I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMSS-Slough.

(b) Treatment: Each holder of an Allowed Class 11I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSS-Slough in the
U.K. administration proceedings of FMSS-Slough.

(c) Voting: Class 11I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 11I Claim is entitled to vote to
accept or reject the Plan.

3.11.5. Class 11J - Asbestos Personal Injury Claims

(a) Classification: Class 11J consists of all Asbestos Personal Injury
Claims against FMSS-Slough as to which the holder has not made an election to
assert such Claim against T&N as principal and to have such Claim included in
Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 11J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FMSS-Slough for each Class 11J Claim shall continue but
recourse to the assets of Reorganized FMSS Slough in respect of such liability
shall, by operation of the Plan, the CVA for FMSS-Slough, and the Confirmation
Order, be limited in accordance with and to the extent set forth in Article IV
of the Plan, including specifically, without limitation, Section 4.5 of the Plan
and the provisions relating to the Hercules Policy and any EL Asbestos
Insurance. Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance
Expiry Date, Reorganized FMSS-Slough shall be, without further order of court,
released and discharged from Class 11J Asbestos Personal Injury Claims in
accordance with and to the extent set forth in Article IV of the Plan, including
specifically, without limitation, Section 4.5 of the Plan.

3.11.6. Class 11L - Affiliate Claims.

(a) Classification: Class 11L consists of all Affiliate Claims against
FMSS-Slough, other than any such Affiliate Claims in respect of which the holder
has made an election to assert such Claim against T&N, as principal, under Class
6L.

(b) Treatment: All Affiliate Claims in Class 11L shall receive the
treatment afforded to such Claims under the CVA proposed for FMSS-Slough in the
U.K. administration proceedings of FMSS-Slough. If such Affiliate Claims are not
compromised under the CVA proposed for FMSS-Slough, then such Affiliate Claims
shall be reinstated in full unless, at the option of the Plan Proponents, they
are (a) reinstated in part, or (b) discharged and extinguished, in full or in
part, in which case such discharged and extinguished portion shall be eliminated
and the holders thereof shall not be entitled to, and shall not receive or
retain, any property or interest on account of such portion under the Plan;
provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
11L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against FMSS-Slough. Any and all Class 11L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 11L is unimpaired and holders of Class 11L Claims are
thus not entitled to vote to accept or reject the Plan.

3.11.7. Class 11P - Equity Interests

(a) Classification: Class 11P consists of all Equity Interests in
FMSS-Slough.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 11P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 11P is unimpaired and holders of Class 11P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.12. Federal-Mogul Friction Products Limited ("FMFP") (Classes 12A - 12P)

3.12.1. Class 12A - Priority Claims

(a) Classification: Class 12A consists of all Priority Claims against FMFP,
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 12A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 12A is unimpaired and holders of Class 12A Claims are
thus not entitled to vote to accept or reject the Plan.

3.12.2. Class 12G -- On-Site Environmental Claims

(a) Classification: Class 12G consists of all On-Site Environmental Claims
against FMFP.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 12G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 12G is unimpaired and holders of Class 12G Claims are
thus not entitled to vote to accept or reject the Plan.

3.12.3. Class 12H - Unsecured Claims

(a) Classification: Class 12H consists of all Unsecured Claims against FMFP
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 12H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMFP in the U.K.
administration proceedings of FMFP in full satisfaction of such Allowed Class
12H Claim.

(c) Voting: Class 12H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 12H Claim is entitled to vote to
accept or reject the Plan.

3.12.4. Class 12I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 12I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMFP.

(b) Treatment: Each holder of an Allowed Class 12I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMFP in the U.K.
administration proceedings of FMFP.

(c) Voting: Class 12I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 12I Claim is entitled to vote to
accept or reject the Plan.

3.12.5. Class 12J - Asbestos Personal Injury Claims

(a) Classification: Class 12J consists of all Asbestos Personal Injury
Claims against FMFP as to which the holder has not made an election to assert
such Claim against T&N as principal and to have such Claim included in Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 12J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FMFP for each Class 12J Claim shall continue but
recourse to the assets of Reorganized FMFP in respect of such liability shall,
by operation of the Plan, the CVA for FMFP, and the Confirmation Order, be
limited in accordance with and to the extent set forth in Article IV of the
Plan, including specifically, without limitation, Section 4.5 of the Plan and
the provisions relating to the Hercules Policy and any EL Asbestos Insurance.
Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance Expiry
Date, Reorganized FMFP shall be, without further order of court, released and
discharged from Class 12J Asbestos Personal Injury Claims in accordance with and
to the extent set forth in Article IV of the Plan, including specifically,
without limitation, Section 4.5 of the Plan.

3.12.6. Class 12L - Affiliate Claims

(a) Classification: Class 12L consists of all Affiliate Claims against
FMFP, other than any such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 12L shall receive the
treatment afforded to such Claims under the CVA proposed for FMFP in the U.K.
administration proceedings of FMFP. If such Affiliate Claims are not compromised
under the CVA proposed for FMFP, then such Affiliate Claims shall be reinstated
in full unless, at the option of the Plan Proponents, they are (a) reinstated in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 12L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMFP. Any and all Class 12L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 12L is unimpaired and holders of Class 12L Claims are
thus not entitled to vote to accept or reject the Plan.

3.12.7. Class 12P - Equity Interests

(a) Classification: Class 12P consists of all Equity Interests in FMFP.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 12P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 12P is unimpaired and holders of Class 12P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.13. Federal-Mogul Sealing Systems (Rochdale) Limited ("FMSS-Rochdale")
(Classes 13A - 13P)

3.13.1. Class 13A - Priority Claims

(a) Classification: Class 13A consists of all Priority Claims against
FMSS-Rochdale, other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 13A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 13A is unimpaired and holders of Class 13A Claims are
thus not entitled to vote to accept or reject the Plan.

3.13.2. Class 13H - Unsecured Claims

(a) Classification: Class 13H consists of all Unsecured Claims against FMSS
Rochdale other than any Claims that are specifically included in any other Class
and other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 13H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSS-Rochdale in the
U.K. administration proceedings of FMSS-Rochdale in full satisfaction of such
Allowed Class 13H Claim.

(c) Voting: Class 13H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 13H Claim is entitled to vote to
accept or reject the Plan.

3.13.3. Class 13I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 13I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMSS-Rochdale.

(b) Treatment: Each holder of an Allowed Class 13I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMSS-Rochdale in the
U.K. administration proceedings of FMSS-Rochdale.

(c) Voting: Class 13I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 13I Claim is entitled to vote to
accept or reject the Plan.

3.13.4. Class 13J - Asbestos Personal Injury Claims

(a) Classification: Class 13J consists of all Asbestos Personal Injury
Claims against FMSS-Rochdale as to which the holder has not made an election to
assert such Claim against T&N as principal and to have such Claim included in
Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 13J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FMSS-Rochdale for each Class 13J Claim shall continue
but recourse to the assets of Reorganized FMSS-Rochdale in respect of such
liability shall, by operation of the Plan, the CVA for FMSS-Rochdale, and the
Confirmation Order, be limited in accordance with and to the extent set forth in
Article IV of the Plan, including specifically, without limitation, Section 4.5
of the Plan and the provisions relating to the Hercules Policy and any EL
Asbestos Insurance. Upon the Hercules Policy Expiry Date and/or the EL Asbestos
Insurance Expiry Date, Reorganized FMSS-Rochdale shall be, without further order
of court, released and discharged from Class 13J Asbestos Personal Injury Claims
in accordance with and to the extent set forth in Article IV of the Plan,
including specifically, without limitation, Section 4.5 of the Plan.

3.13.5. Class 13L - Affiliate Claims

(a) Classification: Class 13L consists of all Affiliate Claims against FMSS
Rochdale, other than any such Affiliate Claims in respect of which the holder
has made an election to assert such Claim against T&N, as principal, under Class
6L.

(b) Treatment: All Affiliate Claims in Class 13L shall receive the
treatment afforded to such Claims under the CVA proposed for FMSS-Rochdale in
the U.K. administration proceedings of FMSS-Rochdale. If such Affiliate Claims
are not compromised under the CVA proposed for FMSS-Rochdale, then such
Affiliate Claims shall be reinstated in full unless, at the option of the Plan
Proponents, they are (a) reinstated in part, or (b) discharged and extinguished,
in full or in part, in which case such discharged and extinguished portion shall
be eliminated and the holders thereof shall not be entitled to, and shall not
receive or retain, any property or interest on account of such portion under the
Plan; provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
13L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against FMSS-Rochdale. Any and all Class 13L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 13L is unimpaired and holders of Class 13L Claims are
thus not entitled to vote to accept or reject the Plan.

3.13.6. Class 13P - Equity Interests

(a) Classification: Class 13P consists of all Equity Interests in FMSS
Rochdale.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 13P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 13P is unimpaired and holders of Class 13P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.14. Federal-Mogul Camshaft Castings Limited ("FMCC") (Classes 14A - 14P)

3.14.1. Class 14A - Priority Claims

(a) Classification: Class 14A consists of all Priority Claims against FMCC,
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of a Class 14A Allowed Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 14A is unimpaired and holders of Class 14A Claims are
thus not entitled to vote to accept or reject the Plan.

3.14.2. Class 14H - Unsecured Claims

(a) Classification: Class 14H consists of all Unsecured Claims against FMCC
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 14H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMCC in the U.K.
administration proceedings of FMCC in full satisfaction of such Allowed Class
14H Claim.

(c) Voting: Class 14H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 14H Claim is entitled to vote to
accept or reject the Plan.

3.14.3. Class 14I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 14I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMCC.

(b) Treatment: Each holder of an Allowed Class 14I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMCC in the U.K.
administration proceedings of FMCC.

(c) Voting: Class 14I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 14I Claim is entitled to vote to
accept or reject the Plan.

3.14.4. Class 14J - Asbestos Personal Injury Claims

(a) Classification: Class 14J consists of all Asbestos Personal Injury
Claims against FMCC as to which the holder has not made an election to assert
such Claim against T&N as principal and to have such Claim included in Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 14J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FMCC for each Class 14J Claim shall continue but
recourse to the assets of Reorganized FMCC in respect of such liability shall,
by operation of the Plan, the CVA for FMCC, and the Confirmation Order, be
limited in accordance with and to the extent set forth in Article IV of the
Plan, including specifically, without limitation, Section 4.5 of the Plan and
the provisions relating to the Hercules Policy and any EL Asbestos Insurance.
Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance Expiry
Date, Reorganized FMCC shall be, without further order of court, released and
discharged from Class 14J Asbestos Personal Injury Claims in accordance with and
to the extent set forth in Article IV of the Plan, including specifically,
without limitation, Section 4.5 of the Plan.

3.14.5. Class 14L - Affiliate Claims

(a) Classification: Class 14L consists of all Affiliate Claims against
FMCC, other than any such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 14L shall receive the
treatment afforded to such Claims under the CVA proposed for FMCC in the U.K.
administration proceedings of FMCC. If such Affiliate Claims are not compromised
under the CVA proposed for FMCC, then such Affiliate Claims shall be reinstated
in full unless, at the option of the Plan Proponents, they are (a) reinstated in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 14L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMCC. Any and all Class 14L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 14L is unimpaired and holders of Class 14L Claims are
thus not entitled to vote to accept or reject the Plan.

3.14.6. Class 14P - Equity Interests

(a) Classification: Class 14P consists of all Equity Interests in FMCC.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 14P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 14P is unimpaired and holders of Class 14P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.15. Federal-Mogul Bradford Limited ("Bradford") (Classes 15A - 15P)

3.15.1. Class 15A - Priority Claims

(a) Classification: Class 15A consists of all Priority Claims against
Bradford, other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 15A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 15A is unimpaired and holders of Class 15A Claims are
thus not entitled to vote to accept or reject the Plan.

3.15.2. Class 15H - Unsecured Claims

(a) Classification: Class 15H consists of all Unsecured Claims against
Bradford other than any Claims that are specifically included in any other Class
and other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 15H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for Bradford in the U.K.
administration proceedings of Bradford in full satisfaction of such Allowed
Class 15H Claim.

(c) Voting: Class 15H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 15H Claim is entitled to vote to
accept or reject the Plan.

3.15.3. Class 15I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 15I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against Bradford.

(b) Treatment: Each holder of an Allowed Class 15I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for Bradford by the
Administrators in the U.K. administration proceedings of Bradford.

(c) Voting: Class 15I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 15I Claim is entitled to vote to
accept or reject the Plan.

3.15.4. Class 15J - Asbestos Personal Injury Claims

(a) Classification: Class 15J consists of all Asbestos Personal Injury
Claims against Bradford as to which the holder has not made an election to
assert such Claim against T&N as principal and to have such Claim included in
Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 15J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized Bradford for each Class 15J Claim shall continue but
recourse to the assets of Reorganized Bradford in respect of such liability
shall, by operation of the Plan, the CVA for Bradford, and the Confirmation
Order, be limited in accordance with and to the extent set forth in Article IV
of the Plan, including specifically, without limitation, Section 4.5 of the Plan
and the provisions relating to the Hercules Policy and any EL Asbestos
Insurance. Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance
Expiry Date, Reorganized Bradford shall be, without further order of court,
released and discharged from Class 15J Asbestos Personal Injury Claims in
accordance with and to the extent set forth in Article IV of the Plan, including
specifically, without limitation, Section 4.5 of the Plan.

3.15.5. Class 15L - Affiliate Claims

(a) Classification: Class 15L consists of all Affiliate Claims against
Bradford, other than any such Affiliate Claims in respect of which the holder
has made an election to assert such Claim against T&N, as principal, under Class
6L.

(b) Treatment: All Affiliate Claims in Class 15L shall receive the
treatment afforded to such Claims under the CVA proposed for Bradford in the
U.K. administration proceedings of Bradford. If such Affiliate Claims are not
compromised under the CVA proposed for Bradford, then such Affiliate Claims
shall be reinstated in full unless, at the option of the Plan Proponents, they
are (a) reinstated in part, or (b) discharged and extinguished, in full or in
part, in which case such discharged and extinguished portion shall be eliminated
and the holders thereof shall not be entitled to, and shall not receive or
retain, any property or interest on account of such portion under the Plan;
provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
15L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against Bradford. Any and all Class 15L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 15L is unimpaired and holders of Class 15L Claims are
thus not entitled to vote to accept or reject the Plan.

3.15.6. Class 15P - Equity Interests

(a) Classification: Class 15P consists of all Equity Interests in Bradford.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 15P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 15P is unimpaired and holders of Class 15P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.16. Federal-Mogul Camshafts Limited ("FM Camshafts") (Classes 16A - 16P)

3.16.1. Class 16A - Priority Claims

(a) Classification: Class 16A consists of all Priority Claims against FM
Camshafts, other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 16A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 16A is unimpaired and holders of Class 16A Claims are
thus not entitled to vote to accept or reject the Plan.

3.16.2. Class 16H - Unsecured Claims

(a) Classification: Class 16H consists of all Unsecured Claims against FM
Camshafts other than any Claims that are specifically included in any other
Class and other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 16H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FM Camshafts in the
U.K. administration proceedings of FM Camshafts in full satisfaction of such
Allowed Class 16H Claim.

(c) Voting: Class 16H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 16H Claim is entitled to vote to
accept or reject the Plan.

3.16.3. Class 16I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 16I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FM Camshafts.

(b) Treatment: Each holder of an Allowed Class 16I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FM Camshafts in the
U.K. administration proceedings of FM Camshafts.

(c) Voting: Class 16I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 16I Claim is entitled to vote to
accept or reject the Plan.

3.16.4. Class 16L - Affiliate Claims

(a) Classification: Class 16L consists of all Affiliate Claims against FM
Camshafts, other than any such Affiliate Claims in respect of which the holder
has made an election to assert such Claim against T&N, as principal, under Class
6L.

(b) Treatment: All Affiliate Claims in Class 16L shall receive the
treatment afforded to such Claims under the CVA proposed for FM Camshafts in the
U.K. administration proceedings of FM Camshafts. If such Affiliate Claims are
not compromised under the CVA proposed for FM Camshafts, then such Affiliate
Claims shall be reinstated in full unless, at the option of the Plan Proponents,
they are (a) reinstated in part, or (b) discharged and extinguished, in full or
in part, in which case such discharged and extinguished portion shall be
eliminated and the holders thereof shall not be entitled to, and shall not
receive or retain, any property or interest on account of such portion under the
Plan; provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
16L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against FM Camshafts. Any and all Class 16L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 16L is unimpaired and holders of Class 16L Claims are
thus not entitled to vote to accept or reject the Plan.

3.16.5. Class 16P - Equity Interests

(a) Classification: Class 16P consists of all Equity Interests in FM
Camshafts.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 16P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 16P is unimpaired and holders of Class 16P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.17. Federal-Mogul Eurofriction Limited ("FMEL") (Classes 17A - 17P)

3.17.1. Class 17A - Priority Claims

(a) Classification: Class 17A consists of all Priority Claims against FMEL,
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 17A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 17A is unimpaired and holders of Class 17A Claims are
thus not entitled to vote to accept or reject the Plan.

3.17.2. Class 17G -- On-Site Environmental Claims

(a) Classification: Class 17G consists of all On-Site Environmental Claims
against FMEL.

(b) Treatment: Each holder of an Allowed On-Site Environmental Claim in
Class 17G shall retain unaltered the legal, equitable and contractual rights to
which such Allowed On-Site Environmental Claim entitles the holder.

(c) Voting: Class 17G is unimpaired and holders of Class 17G Claims are
thus not entitled to vote to accept or reject the Plan.

3.17.3. Class 17H - Unsecured Claims

(a) Classification: Class 17H consists of all Unsecured Claims against FMEL
other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 17H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMEL in the U.K.
administration proceedings of FMEL in full satisfaction of such Allowed Class
17H Claim.

(c) Voting: Class 17H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 17H Claim is entitled to vote to
accept or reject the Plan.

3.17.4. Class 17I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 17I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against FMEL.

(b) Treatment: Each holder of an Allowed Class 17I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for FMEL in the U.K.
administration proceedings of FMEL.

(c) Voting: Class 17I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 17I Claim is entitled to vote to
accept or reject the Plan.

3.17.5. Class 17J- Asbestos Personal Injury Claims

(a) Classification: Class 17J consists of all Asbestos Personal Injury
Claims against FMEL as to which the holder has not made an election to assert
such Claim against T&N as principal and to have such Claim included in Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 17J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized FMEL for each Class 17J Claim shall continue but
recourse to the assets of Reorganized FMEL in respect of such liability shall,
by operation of the Plan, the CVA for FMEL, and the Confirmation Order, be
limited in accordance with and to the extent set forth in Article IV of the
Plan, including specifically, without limitation, Section 4.5 of the Plan and
the provisions relating to the Hercules Policy and any EL Asbestos Insurance.
Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance Expiry
Date, Reorganized FMEL shall be, without further order of court, released and
discharged from Class 17J Asbestos Personal Injury Claims in accordance with and
to the extent set forth in Article IV of the Plan, including specifically,
without limitation, Section 4.5 of the Plan.

3.17.6. Class 17L - Affiliate Claims

(a) Classification: Class 17L consists of all Affiliate Claims against
FMEL, other than any such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 17L shall receive the
treatment afforded to such Claims under the CVA proposed for FMEL in the U.K.
administration proceedings of FMEL. If such Affiliate Claims are not compromised
under the CVA proposed for FMEL, then such Affiliate Claims shall be reinstated
in full unless, at the option of the Plan Proponents, they are (a) reinstated in
part, or (b) discharged and extinguished, in full or in part, in which case such
discharged and extinguished portion shall be eliminated and the holders thereof
shall not be entitled to, and shall not receive or retain, any property or
interest on account of such portion under the Plan; provided, however, that
prior to such discharge and extinguishment such Affiliate Claims may be
contributed to capital, transferred, setoff or subject to any other arrangement
at the option of the Plan Proponents. If any such Class 17L Claim is reinstated,
in full or in part, such reinstated Claim may, at the option of the Plan
Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against FMEL. Any and all Class 17L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 17L is unimpaired and holders of Class 17L Claims are
thus not entitled to vote to accept or reject the Plan.

3.17.7. Class 17P - Equity Interests

(a) Classification: Class 17P consists of all Equity Interests in FMEL.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 17P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 17P is unimpaired and holders of Class 17P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.18. Federal-Mogul Powertrain Systems International Limited ("Powertrain")
(Classes 18A - 18P)

3.18.1. Class 18A - Priority Claims

(a) Classification: Class 18A consists of all Priority Claims against
Powertrain, other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 18A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 18A is unimpaired and holders of Class 18A Claims are
thus not entitled to vote to accept or reject the Plan.

3.18.2. Class 18H - Unsecured Claims

(a) Classification: Class 18H consists of all Unsecured Claims against
Powertrain other than any Claims that are specifically included in any other
Class and other than any Claim in respect of which the holder has made an
election to assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 18H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for Powertrain in the
U.K. administration proceedings of Powertrain in full satisfaction of such
Allowed Class 18H Claim.

(c) Voting: Class 18H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 18H Claim is entitled to vote to
accept or reject the Plan.

3.18.3. Class 18I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 18I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against Powertrain.

(b) Treatment: Each holder of an Allowed Class 18I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for Powertrain in the
U.K. administration proceedings of Powertrain.

(c) Voting: Class 18I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 18I Claim is entitled to vote to
accept or reject the Plan.

3.18.4. Class 18L - Affiliate Claims

(a) Classification: Class 18L consists of all Affiliate Claims against
Powertrain, other than such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 18L shall receive the
treatment afforded to such Claims under the CVA proposed for Powertrain in the
U.K. administration proceedings of Powertrain. If such Affiliate Claims are not
compromised under the CVA proposed for Powertrain, then such Affiliate Claims
shall be reinstated in full unless, at the option of the Plan Proponents, they
are (a) reinstated in part, or (b) discharged and extinguished, in full or in
part, in which case such discharged and extinguished portion shall be eliminated
and the holders thereof shall not be entitled to, and shall not receive or
retain, any property or interest on account of such portion under the Plan;
provided, however, that prior to such discharge and extinguishment such
Affiliate Claims may be contributed to capital, transferred, setoff or subject
to any other arrangement at the option of the Plan Proponents. If any such Class
18L Claim is reinstated, in full or in part, such reinstated Claim may, at the
option of the Plan Proponents, be subordinated in legal right and priority of
payment to all non-Affiliate Claims against Powertrain. Any and all Class 18L
Claims, or portions thereof, being reinstated and, to the extent, if any, that
such Claims are being subordinated to non Affiliate Claims, are set forth in
Exhibit 3.1.12.

(c) Voting: Class 18L is unimpaired and holders of Class 18L Claims are
thus not entitled to vote to accept or reject the Plan.

3.18.5. Class 18P - Equity Interests

(a) Classification: Class 18P consists of all Equity Interests in
Powertrain.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 18P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 18P is unimpaired and holders of Class 18P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.19. TBA Industrial Products Limited ("TBA-IP") (Classes 19A - 19P)

3.19.1. Class 19A - Priority Claims

(a) Classification: Class 19A consists of all Priority Claims against
TBA-IP, other than any Claim in respect of which the holder has made an election
to assert such Claim against T&N, as principal, under Class 6A.

(b) Treatment: Each holder of an Allowed Class 19A Claim shall retain
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder.

(c) Voting: Class 19A is unimpaired and holders of Class 19A Claims are
thus not entitled to vote to accept or reject the Plan.

3.19.2. Class 19H - Unsecured Claims

(a) Classification: Class 19H consists of all Unsecured Claims against TBA
IP other than any Claims that are specifically included in any other Class and
other than any Claim in respect of which the holder has made an election to
assert such Claim against T&N, as principal, under Class 6H.

(b) Treatment: Each holder of an Allowed Class 19H Claim shall receive the
treatment afforded to such Claim under the CVA proposed for TBA-IP in the U.K.
administration proceedings of TBA-IP in full satisfaction of such Allowed Class
19H Claim.

(c) Voting: Class 19H is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 19H Claim is entitled to vote to
accept or reject the Plan.

3.19.3. Class 19I - Non-Priority T&N Pension Plan Employee Benefit Claims

(a) Classification: Class 19I consists of all Non-Priority T&N Pension Plan
Employee Benefit Claims against TBA-IP.

(b) Treatment: Each holder of an Allowed Class 19I Claim shall receive the
treatment afforded to such Claim under the CVA proposed for TBA-IP in the U.K.
administration proceedings of TBA-IP.

(c) Voting: Class 19I is impaired and, subject to the terms of the
Principal CVAs, each holder of an Allowed Class 19I Claim is entitled to vote to
accept or reject the Plan.

3.19.4. Class 19J - Asbestos Personal Injury Claims

(a) Classification: Class 19J consists of all Asbestos Personal Injury
Claims against TBA-IP as to which the holder has not made an election to assert
such Claim against T&N as principal and to have such Claim included in Class 6J.

(b) Treatment: As of the Effective Date, liability for all Class 19J
Asbestos Personal Injury Claims shall automatically and without further act,
deed or court order, be assumed by the Trust in accordance with and to the
extent set forth in Article IV of the Plan, including specifically, without
limitation, Section 4.5 of the Plan and the provisions relating to the Hercules
Policy and any EL Asbestos Insurance. Additionally, on the Effective Date, the
liability of Reorganized TBA-IP for each Class 19J Claim shall continue but
recourse to the assets of Reorganized TBA IP in respect of such liability shall,
by operation of the Plan, the CVA for TBA-IP, and the Confirmation Order, be
limited in accordance with and to the extent set forth in Article IV of the
Plan, including specifically, without limitation, Section 4.5 of the Plan and
the provisions relating to the Hercules Policy and any EL Asbestos Insurance.
Upon the Hercules Policy Expiry Date and/or the EL Asbestos Insurance Expiry
Date, Reorganized TBA-IP shall be, without further order of court, released and
discharged from Class 19J Asbestos Personal Injury Claims in accordance with and
to the extent set forth in Article IV of the Plan, including specifically,
without limitation, Section 4.5 of the Plan.

3.19.5. Class 19L - Affiliate Claims

(a) Classification: Class 19L consists of all Affiliate Claims against
TBA-IP, other than any such Affiliate Claims in respect of which the holder has
made an election to assert such Claim against T&N, as principal, under Class 6L.

(b) Treatment: All Affiliate Claims in Class 19L shall receive the
treatment afforded to such Claims under the CVA proposed for TBA-IP in the U.K.
administration proceedings of TBA-IP. If such Affiliate Claims are not
compromised under the CVA proposed for TBA-IP, then such Affiliate Claims shall
be reinstated in full unless, at the option of the Plan Proponents, they are (a)
reinstated in part, or (b) discharged and extinguished, in full or in part, in
which case such discharged and extinguished portion shall be eliminated and the
holders thereof shall not be entitled to, and shall not receive or retain, any
property or interest on account of such portion under the Plan; provided,
however, that prior to such discharge and extinguishment such Affiliate Claims
may be contributed to capital, transferred, setoff or subject to any other
arrangement at the option of the Plan Proponents. If any such Class 19L Claim is
reinstated, in full or in part, such reinstated Claim may, at the option of the
Plan Proponents, be subordinated in legal right and priority of payment to all
non-Affiliate Claims against TBA-IP. Any and all Class 19L Claims, or portions
thereof, being reinstated and, to the extent, if any, that such Claims are being
subordinated to non Affiliate Claims, are set forth in Exhibit 3.1.12.

(c) Voting: Class 19L is unimpaired and holders of Class 19L Claims are
thus not entitled to vote to accept or reject the Plan.

3.19.6. Class 19P - Equity Interests

(a) Classification: Class 19P consists of all Equity Interests in TBA-IP.

(b) Treatment: Each holder of an Allowed Equity Interest in Class 19P shall
retain unaltered the legal, equitable and contractual rights to which such
Allowed Equity Interest entitles the holder.

(c) Voting: Class 19P is unimpaired and holders of Class 19P Equity
Interests are thus not entitled to vote to accept or reject the Plan.

3.20. Remaining Debtors

The remaining U.S. Debtors and U.K. Debtors not listed above in Sections
3.1 through 3.19, inclusive, of the Plan, are either holding companies or have
comparatively minimal business operations (and some or all of such Debtors may
be designated as Inactive Debtor Subsidiaries). Accordingly, in the interest of
brevity and convenience, the classification of Claims against and Equity
Interests in such remaining Debtors, as well as the treatment of such Claims and
Equity Interests, are set forth in summary fashion in Exhibit 3.20 to the Plan
with the same legal force and effect as if such classification and treatment
terms and provisions were set forth at length herein.

ARTICLE IV
THE TRUST

4.1. Establishment Of Trust. On the Effective Date, the Trust shall be
established pursuant to Section 524(g) of the Bankruptcy Code. The provisions of
Sections 4.2, 4.3 and 4.4 hereof which follow shall take effect subject to, and
only to the extent not inconsistent with, the provisions of Section 4.5 hereof.

4.2. Purpose of Trust.

4.2.1. The Trust shall on the Effective Date assume liability for all
Asbestos Personal Injury Claims in accordance with the provisions of Section 4.4
hereof. The Trust shall, in accordance with the Trust Documents, hold and
administer the Trust Assets (including, without limitation, Asbestos In-Place
Insurance Coverage), liquidate such Claims, and make distributions to holders of
Asbestos Personal Injury Claims from the Trust Assets. The Trust is a "qualified
settlement fund" within the meaning of Section 468B of the IRC and the
regulations promulgated thereunder. The Asbestos Personal Injury Trust
Distribution Procedures provide, among other things, for the resolution of
Asbestos Personal Injury Claims pursuant to the terms of the Trust Documents,
and that resolution of an Asbestos Personal Injury Claim by the Trust will
result in a full or partial release of such Claim against the Trust as set forth
in the Asbestos Personal Injury Trust Distribution Procedures. The Trust shall
pay Asbestos Personal Injury Claims in accordance with the Trust Documents. In
the event that an Indirect Asbestos Personal Injury Claim against the Debtors is
disallowed pursuant to Section 502(e)(1)(B) of the Bankruptcy Code, the right of
a holder of such disallowed Claim under applicable non-bankruptcy law to setoff
payments by the Trust against such holder's liability to an asbestos personal
injury claimant shall be preserved. Additionally, the Trust shall advocate in
any and all actions and proceedings brought against the Debtors and/or
Reorganized Debtors which involve Debtor HPE Asbestos Claims that Debtor HPE
Asbestos Claims shall be dealt with only in accordance with the terms of the
Plan, and the Trust Documents shall provide that the Trust shall cooperate with
the Debtors and/or Reorganized Debtors in any and all such actions and
proceedings.

4.2.2. For the avoidance of doubt, the Trust's assumption of liabilities to
the extent and as set forth in the Plan, including the assumption of any
Asbestos Personal Injury Claims against the Debtors, shall not be conditional on
the occurrence of the Plan A Date or otherwise limited by anything in the
Addendum.

4.3. Receipt Of Trust Assets. On the Effective Date, all Trust Assets shall
be automatically and without further act or deed, transferred to, vested in and
assumed by the Trust, subject to the notification requirements contained in
Sections 10.3 and 10.5 of the Plan; provided, however, that to the extent that
certain Trust Assets, because of their nature or because such assets will accrue
or become transferable subsequent to the Effective Date, cannot be transferred
to, vested in and assumed by the Trust on the Effective Date, such Trust Assets
shall be automatically, and without further act or deed, transferred to, vested
in and assumed by the Trust as soon as practicable after the Effective Date.

4.4. Discharge Of Liabilities To Holders Of Asbestos Personal Injury
Claims. Except as provided in the Plan (including, without limitation, the
exceptions provided in Section 4.5 hereof and Section 9.3.2(b)(v) of the Plan
concerning non-Debtor Affiliates), the transfer to, vesting in and assumption by
the Trust of the Trust Assets as contemplated by the Plan shall, as of the
Effective Date, discharge all obligations and liabilities of and bar recovery or
any action against the Released Parties and their respective estates, Affiliates
and subsidiaries, for or in respect of all Asbestos Personal Injury Claims and
Demands, including, but not limited to, all Indirect Asbestos Personal Injury
Claims and Demands against the Debtors, the Reorganized Debtors, and their
respective Estates, Affiliates and subsidiaries (and the Confirmation Order
shall so provide for such discharge). Except as provided in Sections 8.22.3.2
and 4.5 hereof, the Trust shall as of the Effective Date assume sole and
exclusive responsibility and liability for all Asbestos Personal Injury Claims,
including, but not limited to, Indirect Asbestos Personal Injury Claims, against
the Debtors, the Reorganized Debtors, and their respective Estates, Affiliates
and subsidiaries and, also except as provided in Section 4.5 hereof, such Claims
shall be paid by the Trust from the Trust Assets or as otherwise directed in the
Trust Documents. The Trust shall indemnify and hold the Reorganized Debtors and
their non-Debtor Affiliates harmless from and against any and all Asbestos
Personal Injury Claims, as well as all associated costs and expenses, to the
extent set forth in Section 4.14 below. Additionally, notwithstanding the
foregoing and anything to the contrary in the Plan or the Trust Documents, each
Reorganized Hercules-Protected Entity shall also be conclusively deemed to have
suffered a loss (y) in the amount of any and all unreimbursed fees, costs and
expenses incurred by such Reorganized Hercules-Protected Entity on and after the
Effective Date in defending against Asbestos Personal Injury Claims and (z) in
the amount of any unreimbursed fees, costs, expenses, indemnity payments,
reimbursement amounts, additional premiums or other amounts paid by such
Hercules-Protected Entity on and after the Effective Date related to the
Hercules Policy or the EL Asbestos Insurance. The Trust shall indemnify the
applicable indemnitee(s) in respect of any such losses in full (without regard
to any limitation in Section 4.14 below).

4.5. Special Provisions Applicable to the Reorganized Hercules-Protected
Entities. Notwithstanding any other provisions of the Plan to the contrary, the
following provisions regarding the Trust and certain Asbestos Personal Injury
Claims shall apply to the Reorganized Hercules-Protected Entities:

4.5.1. On the Effective Date, the Trust will assume all liability for
Asbestos Personal Injury Claims against the Reorganized Hercules-Protected
Entities in excess of both (i) the Hercules Retention and the Hercules Coverage
and (ii) all other sums as are attributable to or otherwise represent the
Hercules Recoveries to the extent such amounts exceed the Hercules Coverage;
provided, however, the Trust shall not assume liability for Asbestos Personal
Injury Claims to the extent such Claims are covered by the indemnity provisions
of the EL Asbestos Insurance (but shall assume such Claims to the extent they
are in excess of the sums referred to in (i) and (ii) above and are not covered
by the indemnity provisions of the EL Asbestos Insurance).

4.5.2. Rights granted with the Trust Claim

(a) Each holder of a Debtor HPE Asbestos Claim shall be entitled to a claim
(a "Trust Claim") against the Trust which shall be separate and distinct from
the Debtor HPE Asbestos Claim.

(b) A Trust Claim shall confer, and be limited to conferring, on the holder
thereof (y) the right to receive such payment, if any, as is offered or payable
by the Trust in accordance with and subject to the terms of the Trust Documents,
and (z) the right to pursue any remedies that the holder may have under the
Trust Documents against the Trust in respect of the Trust Claim.

(c) For the avoidance of doubt, in the event that, for any reason, the
Trust (y) has no funds enabling it to make any or any further payment(s) to the
holder of any Trust Claim or (z) fails to make any or any further payment(s) to
the holder of any Trust Claim which should have been made in accordance with the
terms of the Trust Documents:

(i) the right of the holder of the Trust Claim remains strictly limited to
asserting the Trust Claim, and any claim arising for failure to make payments in
accordance with the terms of the Trust Documents may be asserted solely against
the Trust; and

(ii) the terms and provisions of the Plan do not oblige, require or render
liable the Debtors in any circumstances to make any payment to the holder of any
Trust Claim or the Trust in respect of any sum due to the holder of a Trust
Claim from the Trust.

4.5.3. Responsibility for seeking recovery under Hercules Policy. The Trust
and the U.K. Asbestos Trustee shall be jointly responsible for seeking recovery
under the Hercules Policy (in the case of the Trust, in accordance with and
subject to the provisions of the power of attorney granted by Reorganized T&N
pursuant to Section 4.5.11(a)) in a manner which does not contravene the terms
of the Hercules Policy. In the event that the Trust and the U.K. Asbestos
Trustee, acting reasonably, are nevertheless unable to agree on a particular
matter relating to the Hercules Policy, the English Court shall by Final Order
resolve the dispute between them. In the event that the English Court declines
for whatever reason to resolve the dispute between the Trust and the U.K.
Asbestos Trustee or in the event that the Trust and the U.K. Asbestos Trustee
agree that the matter should not be referred to the English Court, then the
Trust acting reasonably shall have the exclusive right to determine the matter
in question.

4.5.4. General provisions applicable to the Hercules Policy and the EL
Asbestos Insurance

(a) Nothing in the Plan or the Trust Documents shall require either
expressly or implicitly the Hercules-Protected Entities or their appointed
agents or representatives to act other than in accordance with and subject to
the terms of the Hercules Policy or the EL Asbestos Insurance.

(b) Nothing in the Plan or the Trust Documents is intended to affect the
validity, effectiveness or terms of the Hercules Policy or the EL Asbestos
Insurance, which shall continue to bind the Debtors that are parties thereto
immediately after the Effective Date to the same extent as they did immediately
before it.

4.5.5. Stock Repayment Obligation

(a) On the Effective Date, the Trust will subscribe for 57.5% of the
Reorganized Federal-Mogul Class B Common Stock for the subscription price of
(pound)338,000,000.00, such sum being left outstanding as a debt owing by the
Trust to Reorganized Federal-Mogul.

(b) Immediately following such subscription and the issue to the Trust
(specifically, the T&N Worldwide Fund within the Trust), Reorganized
Federal-Mogul hereby assigns and transfers and agrees to assign and transfer to
Reorganized T&N by way of capital contribution all of its right, title and
interest in and to such debt (the "Stock Repayment Obligation").

(c) The Stock Repayment Obligation shall be payable by offset, in whole or
in part, upon notice by either Reorganized T&N to the Trust or by the Trust to
Reorganized T&N in exercise of the option provided for by Section 4.5.10(a)(i),
or shall be payable, in whole or in part, upon notice by the Trust to
Reorganized T&N in exercise of the option provided for by Section 4.5.10(a)(ii).
The Stock Repayment Obligation shall also be payable by offset as set forth in
Section 4.5.21(b). To the extent not payable at any earlier date pursuant to
Section 4.5.5, the Stock Repayment Obligation shall be payable 20 years after
the Effective Date.

4.5.6. Limited Recourse to assets of Reorganized Hercules-Protected
Entities. On and from the Effective Date until discharge and release under
Section 4.5.20 of the Plan, any liability of the Reorganized Hercules-Protected
Entities for Asbestos Personal Injury Claims (including for the avoidance of
doubt CVA Asbestos Claims) and any costs and interest due or which may become
due in relation thereto shall continue in full, but recourse to the assets of
the Reorganized Hercules-Protected Entities in respect of such liabilities
shall, by operation of the Plan, be limited in and to the assets of the relevant
Reorganized Hercules-Protected Entity as specifically referred to in Section
4.5.10(b) and shall otherwise be without recourse as to the relevant Reorganized
Hercules-Protected Entities or any of their assets.

4.5.7. Assignment of rights

(a) With effect from the Effective Date, and pursuant to the Plan, each
holder of a Debtor HPE Asbestos Claim hereby assigns and agrees to assign to the
Trust his rights to the proceeds of his Debtor HPE Asbestos Claim (whenever such
rights may arise).

(b) With effect from the Effective Date, each holder of a Debtor HPE
Asbestos Claim hereby assigns and agrees to assign to Reorganized T&N, all 1930
Act Rights (whenever arising) in respect of or in connection with the Hercules
Policy or to the extent that such holder has already assigned or agreed to
assign the same under the Principal CVAs, such holder hereby confirms and
ratifies such assignment or agreement to assign).

(c) Each holder of a Debtor HPE Asbestos Claim against a Reorganized
Hercules-Protected Entity undertakes with Reorganized T&N that he will not
commence or continue any proceedings against Curzon in exercise or purported
exercise of his 1930 Act Rights in respect of the Hercules Policy or otherwise.

(d) Reorganized T&N shall hold the benefit of the undertaking given in
Section 4.5.7(c) on trust for itself and Curzon such that Curzon shall be
entitled to enforce the provisions of Section 4.5.7(c) directly against each
such holder of a Debtor HPE Asbestos Claim.

(e) Reorganized T&N shall not, after the assignment of 1930 Act Rights or
the agreement to assign 1930 Act Rights has taken effect pursuant to Section
4.5.7(b) or the Principal CVAs, assign or otherwise encumber or transfer those
1930 Act Rights or the entitlement to receive the proceeds of those 1930 Act
Rights, including, without limitation, its entitlement to receive Hercules
Recoveries (other than its entitlement to receive Hercules Recoveries from the
Trust and/or the U.K. Asbestos Trustee pursuant to Section 4.5.12(c)).

4.5.8. Appointment of the Trust as agent to assert Claims

(a) From and after the Effective Date, each holder of a Debtor HPE Asbestos
Claim irrevocably appoints the Trust as his agent, in the name of such holder or
otherwise, to assert such Debtor HPE Asbestos Claim against the Reorganized
Hercules-Protected Entity in any appropriate forum, and such holder shall not be
entitled to assert such holder's Debtor HPE Asbestos Claim except through the
agency of the Trust. To the extent permitted by law, this appointment shall
remain in full force and effect notwithstanding the death, bankruptcy or
insolvency of such holder. This appointment shall be in addition and without
prejudice to the authority conferred by any power of attorney given by the
holder of a Debtor HPE Asbestos Claim to the Trust pursuant to the Trust
Documents.

(b) Each holder of a Debtor HPE Asbestos Claim shall do such acts and
things and execute such deeds and documents and in particular such forms of
assignment, transfer or assurance as the relevant assignee in Sections 4.5.7(a)
or 4.5.7(b) may from time to time require to vest in such assignee fully and
effectively all the rights assigned or to perfect or evidence the vesting in
such assignee of the same. Holders of Trust Claims shall cooperate with the
Trust in the assertion of Debtor HPE Asbestos Claims against Reorganized T&N or
any of the other Reorganized Hercules-Protected Entities. Each such holder
hereby unconditionally appoints the Trust to be his agent and on his behalf to
do such acts and things and execute such documents as may be required to give
effect to this Section 4.5.8(b). Without prejudice to the above assignments, if
and to the extent that any interest in any such right as is hereby assigned does
not for any reason immediately vest fully and effectively in the assignee, the
same shall be held by the said holder absolutely on trust for the Trust or
Reorganized T&N (as the case may be) until it does so vest.

(c) The Trust shall indemnify each holder of a Debtor HPE Asbestos Claim
against any costs that may be awarded against such holder in any legal
proceedings brought by the Trust on behalf of such holder.

(d) Without prejudice to the Trust's assertion on behalf of the holder of a
Debtor HPE Asbestos Claim of his rights against the applicable Reorganized
Hercules-Protected Entity in respect of that holder's particular Debtor HPE
Asbestos Claim, no sum received in respect of a Trust Claim shall reduce or
extinguish the liability of the applicable Reorganized Hercules-Protected Entity
in respect of the Debtor HPE Asbestos Claim.

(e) The Reorganized Hercules-Protected Entities shall, subject to and in
accordance with the provisions of the Hercules Policy including, without
limitation, the claims handling rights of Curzon and/or the Reinsurers (whatever
they may be), retain the right to assert any defenses, counterclaims, offsets,
rights of contribution or any other rights and remedies for the purpose of
reducing or defeating their liability for any Debtor HPE Asbestos Claim.

(f) Without prejudice to the foregoing and in recognition of Curzon and/or
the Reinsurers' asserted claims handling rights:

(i) the Reorganized Hercules-Protected Entities will, to the extent
required by the Hercules Policy, refer Debtor HPE Asbestos Claims to Curzon
and/or the Reinsurers or its or their appointed claims handling designee for the
further administration, defense and disposition of the Debtor HPE Asbestos
Claims and Curzon and/or the Reinsurers will be entitled to exercise all claims
handling rights under the Hercules Policy in relation to such proceedings,
including defense or settlement of the Debtor HPE Asbestos Claim; and

(ii) the claim of the holder of a Debtor HPE Asbestos Claim against the
Reorganized Hercules-Protected Entities (acting by his agent the Trust) shall be
allowed to proceed in the ordinary course to judgment or settlement, but the
holder of a Debtor HPE Asbestos Claim (acting by his agent the Trust) shall not
be permitted to enforce any judgment or settlement except in accordance with the
provisions of Sections 4.5.6 and 4.5.10(b).

(g) Any rights of the holder of a Debtor HPE Asbestos Claim to payment from
the Trust in respect of a Trust Claim shall be determined solely under and in
accordance with the Trust Documents.

4.5.9. Establishment of Asbestos Personal Injury Claims. A Debtor HPE
Asbestos Claim is established for the purpose of this Section 4.5.9 when it is
established as owing by a Reorganized Hercules-Protected Entity by final
judgment or award of a court or arbitrator of competent jurisdiction or when (to
the extent required by the Hercules Policy, with the consent of Curzon and/or
the Reinsurers, as applicable) an agreement is entered into between the holder
of a Debtor HPE Asbestos Claim (acting by his agent the Trust) and the
applicable Reorganized Hercules-Protected Entity under which the Debtor HPE
Asbestos Claim is so established. CVA Asbestos Claims shall be established
pursuant to the Principal CVAs.

4.5.10. Satisfaction of or non-enforcement of established Asbestos Personal
Injury Claims

(a) Once a Debtor HPE Asbestos Claim has been established pursuant to
Section 4.5.9, or a CVA Asbestos Claim has been established pursuant to the
Principal CVAs, the liability of any Reorganized Hercules-Protected Entity
concerned in respect of that Claim, and in respect of any costs and interest due
or which may become due in relation thereto, may only be satisfied and
discharged by payment or deemed payment to the Trust or the U.K. Asbestos
Trustee, as applicable, as agent of the holder of the Claim, as follows:

(i) (at the option of either the Trust or Reorganized T&N, and
notwithstanding that the obligation to the Trust is in its capacity as agent of
the holder of that Claim against the Reorganized Hercules-Protected Entity) by
setting off against the liability in respect of an established Debtor HPE
Asbestos Claim an equivalent amount of the Stock Repayment Obligation (provided
that, if the Reorganized Hercules-Protected Entity is not Reorganized T&N, such
set off shall not be effected without the prior written consent of Reorganized
Federal-Mogul) and in order to effect such set-off, where such consent is given,
Reorganized T&N hereby agrees to assign and transfer, for no consideration and
at the time that the option is exercised (or, if later, at the time that such
consent is given), to the applicable Reorganized Hercules-Protected Entity such
part of the Stock Repayment Obligation as is equal to the Debtor HPE Asbestos
Claim that has been so established;

(ii) (at the option of the Trust) by the Trust paying the whole or part of
the Stock Repayment Obligation to Reorganized T&N for the purpose of enabling
Reorganized T&N to satisfy, or (with the prior written consent of Reorganized
Federal-Mogul) to arrange for the relevant Reorganized Hercules-Protected Entity
to satisfy, the liability (any such sum to be received and held by Reorganized
T&N in trust for that purpose);

(iii) by payment by the relevant Reorganized Hercules-Protected Entity out
of funds made available (whether by loan or in any other manner agreed between
Reorganized Federal-Mogul and the Trust and/or the U.K. Asbestos Trustee) to:

(1) Reorganized T&N, or

(2) (with the prior written consent of Reorganized Federal-Mogul) any other
Reorganized Hercules-Protected Entity other than Reorganized T&N,

by the Trust and/or U.K. Asbestos Trustee and/or any other person for the
purpose of satisfying any Debtor HPE Asbestos Claims that have been established
pursuant to Section 4.5.10 and/or any CVA Asbestos Claims that have been
established pursuant to the Principal CVAs; or

(iv) by payment out of any Hercules Recoveries payable and to be applied
under Section 4.5.12(a) Secondly or Thirdly.

(b) There shall be no recourse to the assets of any Reorganized
Hercules-Protected Entity in respect of any Asbestos Personal Injury Claim that
may be established against it except (i) to the whole or any part of the Stock
Repayment Obligation by way of set-off in accordance with Section 4.5.10(a)(i),
(ii) to the proceeds of the repayment of the whole or any part of the Stock
Repayment Obligation in accordance with Section 4.5.10(a)(ii), (iii) to the
funds made available to the relevant other Reorganized Hercules-Protected Entity
in accordance with Section 4.5.10(a)(iii), or (iv) by payment out of the
Hercules Recoveries in accordance with Section 4.5.10(a)(iv).

(c) Any loan made by the Trust and/or the U.K. Asbestos Trustee for the
purpose mentioned in Section 4.5.10(a)(iii) shall:

(i) be made to Reorganized T&N or any other Reorganized Hercules-Protected
Entity provided that, if the Reorganized Hercules-Protected Entity is not
Reorganized T&N, the loan shall not be made except with the prior written
consent of Reorganized Federal-Mogul;

(ii) be made free of interest;

(iii) be repayable only to the extent of the Repayment Percentage of the
principal amount advanced in respect of the relevant Debtor HPE Asbestos Claim
or CVA Asbestos Claim; and

(iv) be repayable only from Hercules Recoveries actually recovered and that
are to be applied in accordance with the provisions of Section 4.5.12(a) First,
but shall otherwise be without recourse to the assets of the Reorganized
Hercules-Protected Entity in question.

(d) It is acknowledged that any benefit derived by a Reorganized
Hercules-Protected Entity from the limited recourse provisions in this Section
4.5.10 and in Section 4.5.6 and the indemnities in favor of any Reorganized
Hercules-Protected Entity contained in Sections 4.4 and 4.14 are conferred
voluntarily upon the relevant Reorganized Hercules-Protected Entity and that it
is for the exclusive benefit of that Reorganized Hercules-Protected Entity and
not in any respect for the benefit of any insurer.

(e) To the extent that any Debtor HPE Asbestos Claim has been established
and is payable to the Trust in a currency other than British Pounds Sterling,
and the liability is to be satisfied by setting off the sum due against the
Stock Repayment Obligation, such Debtor HPE Asbestos Claim shall be converted at
the London Spot Mid-Point Rate prevailing on the date when the set-off is made
or, if such date is not a Business Day, on the previous Business Day, as
published in the Financial Times of London.

4.5.11. Process of making Hercules Recoveries

(a) Reorganized T&N shall, by the Effective Date, provide the Trust with a
power of attorney in the form of Exhibit 4.5.11 to enable the Trust to take all
necessary and/or appropriate steps (subject to the indemnity contained in
Section 4.14.5) to pursue Hercules Recoveries in respect of Debtor HPE Asbestos
Claims (but not to receive any payments thereof, except as may be permitted by
Section 4.5.12) including the giving of any instructions to the Hercules Payment
Agents (being instructions which are not inconsistent with the terms of the
Plan). For the avoidance of doubt, Reorganized T&N shall not be obliged to incur
any Hercules Recovery Costs in pursuing any claim against Curzon under the
Hercules Policy other than those incurred on its behalf through the use of the
power of attorney referred to above and for which it is indemnified under the
indemnity contained in Section 4.14.5.

(b) The Trust and the U.K. Asbestos Trustee shall cooperate with one
another in order to give effect to the split of Hercules Recoveries as is
provided for in Section 4.5.12.

(c) If the holder of a Debtor HPE Asbestos Claim receives any Hercules
Recoveries in respect of such Claim, he shall hold such Hercules Recoveries in
trust for the purposes set out in Section 4.5.12(a) and shall pay such Hercules
Recoveries to the credit of the Hercules Receipt Account on demand.

(d) As soon as practicable after the Effective Date, the Trust shall (i)
accede to the Hercules Payment Agency Agreement by executing an accession deed
substantially in the form set out in Schedule 1 to the Hercules Payment Agency
Agreement (ii) use all reasonable endeavors to procure that the Trust shall
become an account holder of the Hercules Waterfall Account jointly with the U.K.
Asbestos Trust.

(e) In addition to the foregoing, paragraphs 19.7.4 through 19.7.7 of the
Principal CVAs are hereby incorporated by reference as if fully set forth
herein, but with any necessary changes and as if each reference to a CVA
Asbestos Claim were a reference to a Debtor HPE Asbestos Claim.

4.5.12. Division of Hercules Recoveries - Hercules waterfall

(a) All Hercules Recoveries shall be paid to the credit of the Hercules
Receipt Account and shall be held by Reorganized T&N in trust to be applied:

First: in reduction or discharge of any indebtedness (i) of
Reorganized T&N under any loans made to Reorganized T&N, or
(ii) of any Reorganized Hercules-Protected Entity (other than
Reorganized T&N) under any loans made, with the prior written
consent of Reorganized Federal-Mogul, to such Reorganized
Hercules-Protected Entity, in each case by the Trust and/or
U.K. Asbestos Trustee for the purpose of satisfying Debtor HPE
Asbestos Claims that have been established pursuant to Section
4.5.9 and/or for the purpose of satisfying CVA Asbestos Claims
that have been established pursuant to the provisions of the
Principal CVAs;

Secondly: in or towards satisfaction of any liability of
Reorganized T&N or, with the prior written consent of
Reorganized Federal-Mogul, of any Reorganized
Hercules-Protected Entity other than Reorganized T&N, for
Debtor HPE Asbestos Claims that have been established pursuant
to Section 4.5.9 and/or for CVA Asbestos Claims that have been
established pursuant to the provisions of the Principal CVAs
and (in each case) for any costs and interest due in relation
thereto; and

Thirdly: in payment to:

(i) the Trust on account of and in reduction or discharge of any Debtor HPE
Asbestos Claims:

(1) that may be established in the future against Reorganized T&N or, with
the prior written consent of Reorganized Federal-Mogul, of any Debtor HPE
Asbestos Claims that may be established in the future against any Reorganized
Hercules-Protected Entity other than Reorganized T&N, in each case pursuant to
Section 4.5.9, or

(2) for which Reorganized T&N or any other Hercules Protected Entity could
but for such payment otherwise have become liable; and/or

(ii) the U.K. Asbestos Trustee on account of and in reduction or discharge
of any CVA Asbestos Claims:

(1) that may be established in the future against Reorganized T&N or, with
the prior written consent of Reorganized Federal-Mogul, of any CVA Asbestos
Claims that may be established in the future against any Reorganized
Hercules-Protected Entity other than Reorganized T&N, in each case pursuant to
the provisions of the Principal CVAs, or

(2) for which Reorganized T&N or any other Hercules-Protected Entity could
but for such payment otherwise have become liable;

such payments to be dealt with in accordance with Section 4.5.12(c).

(b) The application of Hercules Recoveries provided for by Section
4.5.12(a) shall be effected by the transfer of the Hercules Recoveries from the
Hercules Receipt Account to the Hercules Waterfall Account by the end of the
Business Day upon which they are received in cleared funds to the credit of the
Hercules Receipt Account (or as soon thereafter as is practicable) and such
transfer shall upon being made (automatically and without any further action on
the part of Reorganized T&N) repay the indebtedness or satisfy the liabilities
or be paid on account of Debtor HPE Asbestos Claims or CVA Asbestos Claims as
provided for by Section 4.5.12(a) in the order of application set out therein to
the extent of the Hercules Recoveries so transferred.

(c) The Trust (when it has become into existence and has become an
account-holder of the Hercules Waterfall Account) and the U.K. Asbestos Trustee
shall hold the Hercules Recoveries standing to the credit of the Hercules
Waterfall Account, including any interest and other income accruing thereon from
time to time, in trust to be applied on each Review Date (or, if there has been
a commutation or settlement of the Hercules Policy, as soon as practicable after
transfer of the Hercules Recoveries to the Hercules Waterfall Account
representing the proceeds of commutation or settlement), as follows:

First: (subject to Section 4.5.18) in or towards satisfaction
of those sums due to the Hercules Payment Agents representing
remuneration or expenses from time to time due to or payable
by the Hercules Payment Agents pursuant to the provisions of
the Hercules Payment Agency Agreement;

Secondly: in or towards reimbursement on a pari passu basis to
(i) Reorganized T&N or any other Hercules-Protected Entity of
any sum actually paid by it that remains outstanding
representing Hercules Claims Handling Costs (save that
Reorganized T&N or the relevant Hercules-Protected Entity
shall not seek reimbursement of, or, as the case may be, shall
give credit for, any VAT charged to it on such sum to the
extent recoverable and actually recovered by it) and (ii)
Reorganized T&N of any sum actually paid by Reorganized T&N
representing Hercules Recovery Costs that remains outstanding;

Thirdly: in or towards reimbursement on a pari passu basis (a)
to the Trust of any sum actually paid by it to Reorganized T&N
or any other Hercules-Protected Entity that remains
outstanding in respect of those liabilities referred to in
Section 4.5.12(c) Secondly pursuant to any indemnity or
similar obligation of the Trust (whether pursuant to Section
4.14.6 or otherwise) and (b) to the U.K. Asbestos Trustee of
any sum actually paid by it to Reorganized T&N or any other
Hercules-Protected Entity that remains outstanding in respect
of the liabilities referred to in Section 4.5.12(c) Secondly
pursuant to any indemnity or similar obligation of the U.K.
Asbestos Trustee (whether pursuant to paragraphs 16.2(e) or 28
of the Principal CVAs or otherwise);

Fourthly: in or towards reimbursement on a pari passu basis
(i) to the Trust of (aa) any sum actually paid by it that
remains outstanding representing Hercules Claims Handling
Costs not included in Section 4.5.12(c) Thirdly, (save that
the Trust shall not seek reimbursement of, or, as the case may
be, shall give credit for, any VAT on such sum to the extent
recoverable and actually recovered by it) and (bb) any sum
actually paid by it that remains outstanding representing
Hercules Recovery Costs not included in Section 4.5.12(c)
Thirdly, and (ii) to the U.K. Asbestos Trustee of (aa) any sum
actually paid by it that remains outstanding representing
Hercules Claims Handling Costs not included in Section
4.5.12(c) Thirdly, (save that the U.K. Asbestos Trustee shall
not seek reimbursement of, or, as the case may be, shall give
credit for, any VAT on such sum to the extent recoverable and
actually recovered by it) and (bb) any sum actually incurred
by it that remains outstanding representing Hercules Recovery
Costs not included in Section 4.5.12(c) Thirdly. To the extent
that either the Trust or the U.K. Asbestos Trustee pay
Hercules Claims Handling Costs or Hercules Recovery Costs out
of their own assets (or, in the case of the U.K. Asbestos
Trustee, such sums are paid out of the Remuneration Reserve or
the Remuneration Fund), they shall be entitled to recover an
amount equal to such Hercules Claims Handling Costs or
Hercules Recovery Costs pursuant to this Section 4.5.12(c)
Fourthly as if such amount were Hercules Claims Handling Costs
or Hercules Recovery Costs which remained outstanding;

Fifthly: in or towards establishing a reasonable reserve to
meet remuneration which will fall due, and expenses which the
Hercules Payment Agents have forecast are likely to be
incurred by the Hercules Payment Agents, pursuant to the
provisions of the Hercules Payment Agency Agreement in the
period of 6 months following the relevant or (as the case may
be) the last Review Date, to the extent not already reserved
by a previous determination;

Sixthly: in or towards establishing a reasonable reserve to
meet Hercules Claims Handling Costs and Hercules Recovery
Costs which the Hercules Payment Agents, in consultation with
Reorganized T&N, the Trust and the U.K. Asbestos Trustee have
forecast are likely to be incurred by any of Reorganized T&N,
any other Hercules-Protected Entity, the Trust or the U.K.
Asbestos Trustee in the period of 6 months following the
relevant or (as the case may be) the last Review Date to the
extent not already reserved by a previous determination; and

Seventhly, as to the balance of Hercules Recoveries available
on the date of application under this Section 4.5.12(c):

(i) if it is determined pursuant to Section 4.5.13 that either or both of
GHI or Ferodo are entitled to Hercules Recoveries, in payment to the Trust of an
amount equal to:

(1) 21% of the balance if both GHI and Ferodo are determined to be so
entitled,

(2) 17% of the balance if only GHI is determined to be so entitled, or

(3) 4% of the balance if only Ferodo is determined to be so entitled,

or, in each case, such other percentage as may be agreed between the Trust
and the U.K. Asbestos Trustee; and

(ii) as to the remaining balance, in payment of:

(1) the U.S. Asbestos Trust Percentage of such balance, first, to
Reorganized Federal-Mogul in payment of any amounts owing to it under any
indemnity contained in the Plan given by the Trust to Reorganized Federal-Mogul
and, secondly, to the Trust;

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(2) the U.K. Asbestos Trust Percentage of such balance to the U.K. Asbestos
Trustee (with any sums so paid forming part of the assets of the T&N Hercules
Fund); and

(3) the Chester Street Percentage of such balance to the U.K. Asbestos
Trustee, with any sums so paid forming part of the assets of the Chester Street
Hercules Fund.

4.5.13. Possible entitlement of GHI and Ferodo to Hercules Recoveries. The
amount of the Hercules Recoveries to which:

(a) T&N (or the holders of 1930 Act Rights in respect of T&N), and

(b) either or both of GHI and Ferodo,

are entitled between and among them shall be determined by the English Court by
Final Order or agreed by the relevant parties and any application for directions
commenced by the Administrators of T&N to seek such determination may be
continued by the Supervisors following the discharge of the Administration Order
in respect of T&N. Hercules Recoveries to which either or both of GHI and Ferodo
and/or the holders of Asbestos Personal Injury Claims against GHI or Ferodo are
determined to be entitled (not being payments made under Section 4.5.12(c)
Seventhly (i)) shall be paid to the Hercules Receipt Account to be applied in
accordance with Section 4.5.12(a).

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4.5.14. Alteration of the Chester Street Percentage. Paragraph 19.10 of the
Principal CVAs is hereby incorporated by reference as if fully set forth herein
(but with any necessary changes).

4.5.15. Loans to Reorganized Hercules-Protected Entities. Paragraph 19.11
of the Principal CVAs is hereby incorporated by reference as if fully set forth
herein (but with any necessary changes).

4.5.16. Hercules U.S. Holding Account. Paragraph 19.12 of the Principal
CVAs is hereby incorporated by reference as if fully set forth herein (but with
any necessary changes).

4.5.17. Investment of Hercules Recoveries. Paragraph 19.13 of the Principal
CVAs is hereby incorporated by reference as if fully set forth herein (but with
any necessary changes).

4.5.18. Payment of tax on interest. Paragraph 19.14 of the Principal CVAs
is hereby incorporated by reference as if fully set forth herein, except that
the reference to CVAs in paragraph 19.14.3 of the Principal CVAs shall be deemed
to be a reference to the Plan (but with any necessary changes).

4.5.19. Certain Recoveries under the Hercules Policy

(a) To the extent that:

(i) any Hercules-Protected Entity (other than a U.K. Debtor party to the
Principal CVAs or Ferodo or GHI) is sued or otherwise pursued on a liability or
alleged liability (other than with respect to a Non-CVA Asbestos Claim) for
which coverage is provided under the Hercules Policy, or

(ii) any Hercules-Protected Entity is sued or otherwise pursued in respect
of a Non-CVA Asbestos Claim for which coverage is provided under the Hercules
Policy (unless the holder of such claim has made an election under paragraph
19.17 of the Principal CVAs for his Non-CVA Asbestos Claim to be treated as if
it were a CVA Asbestos Claim), subject to Section 4.5.19(c)), Reorganized T&N
shall be entitled (but not required), at Reorganized T&N's own cost (which cost
shall not be liable to be reimbursed whether under Section 4.5.12(c) or
otherwise), to seek and obtain coverage for such liability under or with respect
to the Hercules Policy and retain the proceeds thereof. This is subject to the
proviso, however, that Reorganized T&N shall pay to the Hercules Payment Agents
(and the Hercules Payment Agents shall pay to the U.K. Asbestos Trustee) any and
all proceeds paid on account of such liability by Curzon less the following
amounts that may be retained by Reorganized T&N, namely:

(iii) the amount (if any) to which GHI and Ferodo would have been entitled
had Section 4.5.12(c) Seventhly applied to such proceeds, and

(iv) an amount equal to the U.S. Asbestos Trust Percentage of the balance
of such proceeds.

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Reorganized T&N's rights under this Section 4.5.19(a) shall not prevent a
commutation or settlement of the Hercules Policy (subject to and in accordance
with Section 4.5.21) if the Trust and the U.K. Asbestos Trustee agree to a
commutation or settlement with Curzon and the Reinsurers. Reorganized T&N's
rights under this Section 4.5.19(a) shall be extinguished on such commutation or
settlement and the Trust and the U.K. Asbestos Trustee shall have no obligation
to consult Reorganized T&N in relation to any such commutation or settlement.

(b) The proceeds received by the U.K. Asbestos Trustee pursuant to Section
4.5.19(a) shall be divided between the T&N Hercules Fund and the Chester Street
Hercules Fund in the ratio that the U.K. Asbestos Trust Percentage bears to the
Chester Street Percentage respectively.

(c) In exercising its rights under Section 4.5.19(a), Reorganized T&N shall
in good faith (a) consult with the Trust and the U.K. Asbestos Trustee and give
consideration to their views and (b) give the Trust and the U.K. Asbestos
Trustee reasonable notice of its intention to commence any legal proceedings
against either or both of Curzon or the Reinsurers (or of any legal proceedings
which either or both of Curzon or the Reinsurers take against Reorganized T&N in
consequence of its exercise of its rights under Section 4.5.19(a)) and shall
provide the Trust and the U.K. Asbestos Trustee with copies of such documents as
they may reasonably require in relation to any such proceedings. Nothing in this
Section 4.5.19(c) shall oblige Reorganized T&N to provide the Trust or the U.K.
Asbestos Trustee with documents that are privileged or documents the provision
of which might reasonably be expected to prejudice its case in any proceedings.

4.5.20. Discharge of liability for Debtor HPE Asbestos Claims and CVA
Asbestos Claims

(a) From and after the Hercules Policy Expiry Date,

(i) the Trust will assume sole and exclusive liability for all remaining
Asbestos Personal Injury Claims (whether then existing or at any time in the
future coming into existence) against the Reorganized Hercules-Protected
Entities (other than Claims covered by the indemnity provisions of the EL
Asbestos Insurance, to the extent so covered);

(ii) the Reorganized Hercules-Protected Entities shall automatically and
without further order of court be discharged and released from any and all
liability with respect to Asbestos Personal Injury Claims (whether then existing
or at any time in the future coming into existence and other than Claims covered
by the indemnity provisions of the EL Asbestos Insurance, to the extent so
covered); and

(iii) all rights of the Reorganized Hercules-Protected Entities to assert
any defenses, counterclaims, offsets, rights of contribution or similar rights
and remedies for the purpose of reducing or defeating any Asbestos Personal
Injury Claim (whether then existing or at any time in the future coming into
existence and other than Claims covered by the indemnity provisions of the EL
Asbestos Insurance, to the extent so covered) shall be transferred from the
Reorganized Hercules-Protected Entities to the Trust.

103

(b) With effect from the later of the Hercules Policy Expiry Date and the
EL Asbestos Insurance Expiry Date:

(ii) the Reorganized Hercules-Protected Entities shall be automatically and
without further order of court discharged and released from any and all
liability with respect to such remaining Asbestos Personal Injury Claims
(whether then existing or at any time in the future coming into existence);

(iii) all rights of the Reorganized Hercules-Protected Entities to assert
any defenses, counterclaims, offsets, rights of contribution, or similar rights
and remedies for the purpose of reducing or defeating any such remaining
Asbestos Personal Injury Claim (whether then existing or at any time in the
future coming into existence) shall be transferred from the Reorganized
Hercules-Protected Entities to the Trust; and

(iv) Reorganized T&N agrees to assign to the Trust and to the U.K. Asbestos
Trustee any interest that it may have in the Hercules Recoveries transferred to
the Hercules Waterfall Account pursuant to Section 4.5.12 (but without prejudice
to its right to receive any sums due to it under the applications set out in
Section 4.5.12).

4.5.21. Commutation

(a) The Trust and the U.K. Asbestos Trustee may jointly negotiate with
Curzon and/or the Reinsurers for the commutation of the Hercules Policy or
settlement of claims thereunder. If requested to do so by the Trust and the U.K.
Asbestos Trustee, Reorganized T&N will enter into any agreement with Curzon
and/or the Reinsurers reasonably required to give effect to such commutation or
settlement. Any such agreement may extinguish Reorganized T&N's rights to
receive recoveries under the Hercules Policy under Section 4.5.19. This Section
4.5.21(a) is subject to the provisos:

(i) that Reorganized T&N shall not be required to enter into any such
agreement unless the effect of the commutation or settlement is in the
reasonable opinion of Reorganized Federal-Mogul Tax Neutral in the United
Kingdom to Reorganized T&N and to each of the Hercules-Protected Entities, and

(ii) that the Trust shall not agree to any such commutation or settlement
unless

(1) in the reasonable opinion of Reorganized Federal-Mogul the effect of
the commutation or settlement is Globally Tax Neutral to Reorganized
Federal-Mogul, each Subsidiary of Reorganized Federal-Mogul and any other
Hercules-Protected Entity (an "FMC Entity");

104

(2) if any portion of the Stock Repayment Obligation is then outstanding,
then the commutation or settlement operates in satisfaction of all rights and
obligations of both Curzon and T&N under the Hercules Policy and, prior to or
contemporaneously with such commutation or settlement, the Stock Repayment
Obligation then outstanding is fully extinguished; and

(3) any portion of the Stock Repayment Obligation that is so extinguished
is, in the reasonable opinion of Reorganized Federal-Mogul, extinguished in a
manner such that no liability for tax (including, without limitation, any
liability for tax arising in connection with any absolute or timing mismatch for
any tax purpose) would arise for any FMC Entity in connection with the Stock
Repayment Obligation (including, without limitation, the operation of Sections
4.5.5, 4.5.10, and 4.5.21 of the Plan).

(b) If any portion of the Stock Repayment Obligation is outstanding at the
time of any commutation or settlement, the Trust and Reorganized T&N may agree
upon a final accounting of all remaining Debtor HPE Asbestos Claims (whether
established through settlements, or otherwise pursuant to Section 4.5.9, but in
each case excluding Claims covered by the indemnity provisions of the EL
Asbestos Insurance, to the extent so covered) against Reorganized T&N or, with
the prior consent of Reorganized Federal-Mogul against any Reorganized Hercules
Protected Entity other than T&N, and, subject to Section 4.5.21(a), any
agreement for the commutation of the Hercules Policy or settlement of claims
thereunder may provide for the reduction by offset of the Stock Repayment
Obligation against the amounts that were so agreed, such reduction to take
effect contemporaneously with any such commutation or settlement and immediately
prior to the discharge set forth in Section 4.5.20 of the Plan.

(c) In addition to the foregoing, paragraphs 19.19.2 through 19.19.16 (with
the exception of paragraph 19.19.16(c)) of the Principal CVAs are hereby
incorporated by reference as if those paragraphs were fully set forth herein
(save to the extent that any provision in those paragraphs imposes any
obligation on Federal-Mogul that as at the Effective Date has already been
performed), and as if terms used therein which are defined in the Principal CVAs
had the meanings ascribed to them in the Principal CVAs, but with the following
changes:

(i) the reference to paragraph 19.7.1 in paragraph 19.19.9(c) of the
Principal CVAs shall be substituted by a reference to Section 4.5.11 of the
Plan; and

(ii) the references to paragraphs 19.15.1 and 19.15.2 in paragraph 19.19.10
of the Principal CVAs shall be substituted by references to Sections 4.5.19(a)
and 4.5.19(b) of the Plan respectively.

4.6. Special Provisions Relating to CVA Asbestos Claims. As set forth in
Sections 4.2 and 4.5 of the Plan, the Trust shall assume liability for all
Asbestos Personal Injury Claims, including, without limitation, CVA Asbestos
Claims. The Trust, however, shall direct all CVA Asbestos Claims to the U.K.
Asbestos Trust for resolution in accordance with the Principal CVAs. The
treatment of and payments to the holders of CVA Asbestos Claims by the U.K.
Asbestos Trust in accordance with the Principal CVAs shall be the sole treatment
and payments available to the holders of CVA Asbestos Claims. Such treatment and
payments shall be deemed to be treatment and payments by the Trust, and the
holders of CVA Asbestos Claims shall have no other rights against the Trust or
entitlement to any payments from the Trust.

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4.7. The Swiss Re Settlement. All holders of Asbestos Personal Injury
Claims against Reorganized T&N shall be deemed to approve and be bound by the
Swiss Re Settlement and (notwithstanding Section 4.5.9) agree that any 1930 Act
Rights respecting the Hercules Policy or otherwise shall be limited in the same
way and to the same extent as Reorganized T&N's rights under the Hercules Policy
are limited by the Swiss Re Settlement as if each and every holder of an
Asbestos Personal Injury Claim against Reorganized T&N had entered into the
Swiss Re Settlement on the same terms mutatis mutandis as Reorganized T&N. This
approval shall constitute formal approval to the entry by T&N into the
settlement agreement between Curzon and T&N dated 16 January 2004 for the
purpose of clause 2.1(iii) of that agreement. Confirmation of the Plan shall
constitute approval of the Swiss Re Settlement pursuant to section 1123(b) of
the Bankruptcy Code.

4.8. Extension of Injunctions to Curzon and/or Its Reinsurers. After
Confirmation of the Plan through and including the Effective Date, in the event
that any commutation of or settlement of claims under the Hercules Policy is
reached, the Debtors shall have the ability, with the consent of the Asbestos
Claimants Committee and the Future Claimants Representative, to extend the
provisions of the Supplemental Injunction and the Asbestos Insurance Entity
Injunction so that those injunctions cover Curzon and/or its Reinsurers.

4.9. Investment Guidelines. Pursuant to Section 3.2 of the Trust Agreement,
all monies held in the Trust shall be invested, subject to the investment
limitations and provisions enumerated in the Trust Agreement, and shall not be
limited to the types of investments described in Section 345 of the Bankruptcy
Code.

4.10. Excess Trust Assets. To the extent there are any Trust Assets
remaining at such time as the Trust is terminated, such excess Trust Assets
shall be transferred to such charitable purposes as the Trustees, in their
reasonable discretion, shall determine, provided that, if practicable, the
charity or charities to which such excess Trust Assets are transferred shall be
related to the treatment of, research on, or the relief of suffering of
individuals suffering from asbestos-related lung disorders.

4.11. Trust Expenses. The Trust shall pay all Trust Expenses from the Trust
Assets as provided in the Trust Documents, including proceeds of applicable
Asbestos Insurance Policies, except to the extent such assets are precluded by
agreement with an Asbestos Insurance Company from being used for payment of
Trust Expenses. Neither the Debtors' Estates nor the Reorganized Debtors shall
have any obligation to pay any Trust Expenses. Additionally, the Trust shall
promptly pay all Trust Expenses of Reorganized Debtors for any and all
liabilities, costs or expenses incurred in taking any action on behalf of or at
the direction of the Trustees.

4.12. Selection Of The Initial Trustees. The three initial Trustees of the
Trust shall be the persons identified in the Trust Agreement. All successor
Trustees shall be appointed in accordance with the terms of the Trust Agreement.
For purposes of performing their duties and fulfilling their obligations under
the Trust Agreement and the Plan, each Trustee shall be deemed to be (and the
Confirmation Order shall so provide) a "party in interest" within the meaning of
Section 1109(b) of the Bankruptcy Code.

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4.13. Advising The Trust.

4.13.1. The Trust Advisory Committee. The Trust Advisory Committee shall be
established pursuant to the Trust Agreement. The TAC shall have four members and
shall have the functions, duties and rights provided in the Trust Agreement. On
or before the Confirmation Date, the four initial members of the TAC shall be
selected by the Asbestos Claimants Committee.

4.13.2. Successor Committee Members. Each member of the Trust Advisory
Committee shall serve in accordance with the terms and conditions contained in
the Trust Agreement.

4.13.3. Future Claimants Representative. From and after the Effective Date,
the Future Claimants Representative shall continue to serve in that capacity as
an advisor to the Trust.

4.14. Trust Indemnity Obligations. Notwithstanding anything to the contrary
in the Trust Documents, the Trust shall have the indemnification obligations set
forth in Article IV of the Plan, including, without limitation, the
indemnification obligations set forth below.

4.14.1.

(a) Except as provided in section 4.14.2 below with respect to Non-Debtor
Asbestos Claims against any non-Debtor Affiliates, if, on or after the Effective
Date, the Reorganized Debtors and/or any of their non-Debtor Affiliates are held
liable for any Asbestos Personal Injury Claim that is not for any reason
successfully dealt with in accordance with the terms of the Plan and the Trust
Documents or the CVAs (as the case may be), and if such Asbestos Personal Injury
Claim is asserted in the United States, then the Trust shall indemnify the
Reorganized Debtors and/or any of their non-Debtor Affiliates, as applicable, in
full for any loss, cost, fees or expenses incurred in connection with such
Asbestos Personal Injury Claim.

(b) Except as provided in 4.14.2 below with respect to Non-Debtor Asbestos
Claims, if, on or after the Effective Date, the Reorganized Debtors and/or any
of their non- Debtor Affiliates are held liable for any Asbestos Personal Injury
Claim that is not for any reason successfully dealt with in accordance with the
terms of the Plan and the Trust Documents or the CVAs (as the case may be), and
if such Asbestos Personal Injury Claim is asserted outside of the United States,
then the Trust shall indemnify the Reorganized Debtors and/or any of their
non-Debtor Affiliates, as applicable, in an amount equal to (i) the value of
such Asbestos Personal Injury Claim as determined by settlement or judgment
times (ii) the applicable payment percentage under the Asbestos Personal Injury
Trust Distribution Procedures. For purposes of determining the amount of
indemnification due under this Section 4.14 and only for such purpose, the value
of such Asbestos Personal Injury Claim as set forth in (i) shall be the amount
of any settlement or judgment plus all costs of defenses and expenses related to
such Asbestos Personal Injury Claim. Notwithstanding anything to the contrary,
if the Asbestos Personal Injury Claim for which indemnity is due under this
Section 4.14 is an Other Asbestos Disease (Disease Level I - Cash Discount
Payment) as defined in the Asbestos Personal Injury Trust Distribution
Procedures, then the Trust shall indemnify the Reorganized Debtors and/or any of
their non-Debtor Affiliates, as applicable, in an amount equal to the Scheduled
Value for such Asbestos Personal Injury Claim.

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4.14.2. If, on or after the Effective Date, the Reorganized Debtors and/or
any of their non-Debtor Affiliates are held liable for any claim attributable
to, directly or indirectly, injuries or other damages caused or allegedly caused
by the presence of, or exposure to, asbestos and arising or allegedly arising,
in whole or in part, directly or indirectly, from acts or omissions of one or
more of the non-Debtor Affiliates (a "Non-Debtor Asbestos Claim"), and if such
claim is asserted outside of the United States (or, with respect to any such
claim asserted against a non-Debtor Affiliate, if such claim is asserted
anywhere in the world), the Trust shall indemnify the Reorganized Debtors and/or
any of their non-Debtor Affiliates in an amount equal to the lesser of (i) the
amount actually paid on such Non-Debtor Asbestos Claim by the Reorganized
Debtors and/or the non-Debtor Affiliates, as applicable, plus fees and costs
related to such Non-Debtor Asbestos Claim, times the applicable payment
percentage under the Asbestos Personal Injury Trust Distribution Procedures and
(ii) what the holder of such Non-Debtor Asbestos Claim would have received from
the applicable sub-fund if the Non-Debtor Asbestos Claim had been dealt with in
accordance with the terms of the Plan and the Trust Documents and did not
proceed to judgment. In the event the Asbestos Personal Injury Trust
Distribution Procedures do not contain a matrix for any such Non-Debtor Asbestos
Claim, the amount of indemnity due under this Section 4.14.2 shall be determined
by using the Average Value set forth in the matrix applicable to T&N and as
defined in the Asbestos Personal Injury Trust Distribution Procedures.

4.14.3. Notwithstanding Sections 4.14.1 and 4.14.2 above, if, on or after
the Effective Date, the Reorganized Debtors and/or any of their non-Debtor
Affiliates are sued on account of an Asbestos Personal Injury Claim or a
Non-Debtor Asbestos Claim that relates to a stream of liability for which there
is no applicable payment percentage and such Asbestos Personal Injury Claims
and/or Non-Debtor Asbestos Claims may be tendered to an insurance company for
handling and payment, the applicable Reorganized Debtor and/or non Debtor
Affiliate shall tender such Asbestos Personal Injury Claim or Non-Debtor
Asbestos Claim, as applicable, to the Trust so the Trust can properly access any
available insurance. The Trust shall use its best efforts to have such Asbestos
Personal Injury Claim and/or Non-Debtor Asbestos Claim paid by any applicable
insurance and, if the Trust obtains any insurance proceeds on account of such
claims, the Trust shall remit such proceeds to the applicable Reorganized Debtor
and/or non-Debtor Affiliate to the extent necessary to fully reimburse all such
entities, in the aggregate, for amounts they paid with respect to all such
Asbestos Personal Injury Claims and Non-Debtor Asbestos Claims.

4.14.4. The Trust shall indemnify each Reorganized Debtor on an after-tax
basis for all and any adverse tax consequences suffered by any of the
Reorganized Debtors arising (either directly or indirectly) as a result of or
attributable to the implementation of Article IV of the Plan.

4.14.5. The Trust shall indemnify Reorganized T&N in relation to all
liabilities, costs, charges and expenses at any time incurred or suffered by
Reorganized T&N by reason of the exercise by the Trust of the power granted
under the power of attorney referred to in Section 4.5.11(a).

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4.14.6. The Trust, the T&N Fund and the Chester Street Fund shall severally
indemnify Reorganized T&N in respect of Hercules Claims Handling Costs incurred
by it or by any other Hercules-Protected Entity before the effective date of the
Principal CVAs in the proportions equivalent to those in which the proceeds of
the Hercules Policy are split pursuant to Section 4.5.12(c) Seventhly (b) or
such other proportions as may be agreed in accordance with the provisions of
Section 4.5.14. The Trust, the T&N Fund and the Chester Street Fund shall not be
required to pay any sum under these indemnities until the relevant Hercules
Claims Handling Costs have actually been paid. Reorganized T&N shall not agree
with Curzon or the Reinsurers the quantum of such Hercules Claims Handling Costs
without obtaining the prior written consent of the Trust and the U.K. Asbestos
Trustee (such consent not be unreasonably withheld).

4.14.7. Except as otherwise provided in the Addendum, and notwithstanding
anything in the Trust Agreement, including, without limitation, Section 3.1 of
the Trust Agreement, the Trust shall (i) be obligated to pay the indemnification
as required under the Plan without regard to which stream of asbestos liability
the indemnification relates to and (ii) pay such indemnification from any and
all available assets in any of the Funds (as such term is defined in the Trust
Agreement) without regard to which Fund or stream of asbestos liability such
indemnification relates to; provided, however, that (x) funds paid to the Trust
by an Asbestos Insurance Company with respect to an Asbestos Insurance Policy
that are reserved, by express agreement with such Asbestos Insurance Company
(other than the terms of the Asbestos Insurance Policy itself), for payment of
covered Asbestos Personal Injury Claims and related expenses shall not be used
to pay indemnification of liabilities that were not covered by such Asbestos
Insurance Policy; and (y) nothing in this Section 4.14.7 is intended or shall be
construed to limit the assertion, applicability, or effect of any Asbestos
Insurer Coverage Defenses.

4.14.8. If the EL Insurers and/or Curzon or its Reinsurers assert any
Asbestos Personal Injury Claim, EL Claims Handling Costs Claim or Hercules Claim
against the Reorganized Debtors and such Claim is not for any reason dealt with
in accordance with the terms of the Plan and the Trust Documents or the CVAs (as
the case may be), then the Trust shall indemnify the Reorganized Debtors against
the full amount of any and all damages, losses, fees and expenses incurred with
respect to such Claim.

4.14.9. For the avoidance of doubt, any indemnity due to the
Hercules-Protected Entities under this Section 4.14 shall be subject to the
limitations set forth in Section 4.4 above.

4.14.10. Subject to Section 4.14.11 below, if the U.K. Asbestos Trustee
does not pay any of its indemnity obligations with respect to a loss pursuant to
the Principal CVAs within 45 days of a demand for payment of such indemnity, the
Trust shall be required to pay any such indemnity obligation; provided, however,
that (a) if the loss to be indemnified relates to the exercise by the Trust and
the U.K. Asbestos Trustee of their joint responsibility to seek Hercules
Recoveries, the Reorganized Debtors can seek payment under any applicable
indemnity, without limitation, from either or both the Trust and/or the U.K.
Asbestos Trustee, (b) if the loss to be indemnified related to the Hercules
Claims Handling Costs referred to in Section 4.14.6, the Reorganized Debtors can
seek payment under the applicable indemnity from each of the Trust, the T&N Fund
and the Chester Street Fund in their several proportions, in either case whether
or not the U.K. Asbestos Trustee is able to pay its indemnity obligations with
respect to such loss, (c) in the event the Trust actually pays any indemnity
obligation of the U.K. Asbestos Trustee, the Trust shall be subrogated to the
rights of the indemnitee against the U.K. Asbestos Trustee with respect to such
payment, and (d) in the event the U.K. Asbestos Trustee makes a payment on any
of its indemnity obligations to Reorganized Federal-Mogul after the Trust has
already paid such amount, Reorganized Federal-Mogul shall reimburse such amount
to the Trust. Nothing herein shall limit the Trust's indemnity obligations for
Asbestos Personal Injury Claims asserted in the U.S. under the Plan. For the
avoidance of doubt, the application of funds through the Hercules Policy
waterfall under the Principal CVAs and the Plan is not an indemnity, but is in
addition to the indemnities granted in the Principal CVAs and the Plan.

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4.14.11. Timing of Indemnity Payments. The Trust shall pay its indemnity
obligations under this Article IV on a semi-annual basis starting on the
six-month anniversary of the Effective Date and every six months thereafter.
Notwithstanding this semi-annual schedule, if, at any time, the Trust's unpaid
indemnity obligations under this Plan equal or exceed $2.5 million, the Trust
shall indemnify the applicable indemnitee(s) in full within 15 Business Days of
receiving notice from Reorganized Federal-Mogul that the unpaid indemnity
obligations exceed $2.5 million ("Indemnity Obligation Reduction Notice"). The
Trust shall continue to pay its indemnity obligations under this Article IV to
the applicable indemnitee(s) in full on a semi-annual basis starting on the date
on which payment is remitted or earlier in the event the Trust receives an
Indemnity Obligation Reduction Notice before the end of the applicable
semi-annual period.

4.15. Retrospective Insurance Premiums and Related Matters. Notwithstanding
anything to the contrary in the Plan or the Plan Documents, (i) any entity
(including the Trust, any Reorganized Debtor and any non-Debtor Affiliate) that
tenders a Claim to an Asbestos Insurance Company shall be responsible, for
purposes of such Claim, for any retrospective insurance premium, self-insured
retention, deductible, or similar obligation of the insured under the Asbestos
Insurance Policies to which such Claim is tendered; (ii) with respect to any
self-insured retention, deductible or similar obligation, any Asbestos Insurance
Company to which such Claim is tendered may seek to establish, as one of its
Asbestos Insurer Coverage Defenses, that such entity has not, in fact, fulfilled
the obligations of the insured under the Asbestos Insurance Policies to which
such Claim was tendered; and (iii) with respect to any retrospective insurance
premium or similar obligation, any Asbestos Insurance Company to which such
Claim is tendered may offset the amount of such retrospective insurance premium
or similar obligation against any amount otherwise payable by such Asbestos
Insurance Company on account of such claim under its Asbestos Insurance
Policies.

ARTICLE V
EXECUTORY CONTRACTS AND UNEXPIRED LEASES

5.1. Assumption And Rejection Of Unexpired Leases And Executory Contracts

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5.1.1. Assumption. All unexpired leases and executory contracts that (a)
have not been expressly rejected by the U.S. Debtors with approval of the
Bankruptcy Court on or prior to the Effective Date or (b) are not rejected
pursuant to Section 5.1.2 or Section 5.2 below shall, as of the Effective Date
(and subject to the occurrence of the Effective Date), be assumed by the
Debtors. Not later than sixty (60) days prior to the scheduled date for the
Confirmation Hearing, the Debtors will file with the Bankruptcy Court an exhibit
(the "Cure Exhibit") setting forth those unexpired leases and executory
contracts which are being assumed by the U.S. Debtors and as to which the U.S.
Debtors believe that cure amounts are owing, together with the respective cure
amounts due for each such assumed lease or executory contract. With respect to
any unexpired leases or executory contracts which are being assumed by the U.S.
Debtors but as to which the U.S. Debtors contend that no cure amounts are due,
such unexpired leases and executory contracts will not be included on the Cure
Exhibit. The U.S. Debtors may modify, supplement or amend the Cure Exhibit up to
and including the Confirmation Date. Not later than the earlier of (i) thirty
(30) days prior to the scheduled Confirmation Hearing or (ii) if the proposed
cure amount for any particular unexpired lease or executory contract is amended
by any U.S. Debtor following the filing of the initial Cure Exhibit, thirty (30)
days after such amendment is filed by the U.S. Debtors with the Bankruptcy
Court, the non-Debtor party to any such unexpired lease or executory contract
which the U.S. Debtors propose to assume may dispute the cure amount, if any,
set forth by the U.S. Debtors with respect to the assumption of such unexpired
lease or executory contract by filing an appropriate objection with the
Bankruptcy Court.

5.1.2. Rejection. Notwithstanding Section 5.1.1 above, the U.S. Debtors
shall reject each and all of the executory contracts and unexpired leases
designated in the list of rejected contracts (as such list may be amended or
supplemented up to and including the Confirmation Date) that will be included in
Exhibit 5.1.2 of the Plan filed with the Bankruptcy Court prior to the
Confirmation Hearing.

5.1.3. Reservation. Notwithstanding Sections 5.1.1 and 5.1.2 above, Section
5.2 shall not apply to any unexpired lease or executory contract that is
specifically identified and dealt with otherwise under the Plan.

5.1.4. Prepetition Settlement Agreements Relating to Asbestos Insurance
Policies. Notwithstanding Sections 5.1.1 - 5.1.3 above, all settlement
agreements affecting Asbestos Insurance Policies entered into prior to the
Petition Date shall be considered non-executory contracts and shall neither be
assumed nor rejected by the Debtors. Except to the extent that the
permissibility of the Assignment (as defined in the Bankruptcy Insurance
Stipulation) is determined in the Reorganization Cases by resolution of the
issue specified in Section 3(a) of the Bankruptcy Insurance Stipulation, the
rights and obligations of the parties under such settlement agreements,
including the question of whether any breach has occurred, shall be determined
under applicable non-bankruptcy law.

5.2. Rejected Unexpired Leases And Executory Contracts. Notwithstanding
anything to the contrary set forth in Section 5.1 hereof, the U.S. Debtors
hereby expressly reject, pursuant to Section 365 of the Bankruptcy Code, the
following executory contracts and unexpired leases: (a) all product warranties,
indemnity agreements and similar agreements of the U.S. Debtors (including any
obligation of the U.S. Debtors to pay any costs or expenses related to such
product warranties) which relate to asbestos or asbestos-related products that
were made, mined, manufactured, produced, distributed, sold, marketed or
supplied by the U.S. Debtors, whether or not the liabilities or obligations
resulting thereunder constitute or will be treated as Asbestos Personal Injury
Claims pursuant to the Plan; (b) all product warranties of the U.S. Debtors
(including any obligation to pay any costs or expenses related to such
warranties), which relate to products no longer made, manufactured, produced,
distributed, sold, marketed or supplied by the U.S. Debtors; provided, however,
that any such warranties comprising a portion of otherwise-executory contracts
of the Debtors that are assumed pursuant to the Plan shall not be rejected
pursuant to this Section 5.2; and (c) the Dan=Loc Deed of Special Indemnity and
the Dan=Loc Deed of Guarantee, except as set forth in Section 8.20 of the Plan.

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5.3. Continuation Of Product Warranties. The Reorganized U.S. Debtors may
elect to honor any product warranty as to non-asbestos products rejected
pursuant to Section 5.2 of the Plan if honoring such product warranty would, in
the judgment of the Reorganized U.S. Debtors, confer a reasonably comparable
benefit upon the Reorganized U.S. Debtors.

5.4. Collective Bargaining Agreements and Retiree Benefit Plans.

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5.4.1. General. Notwithstanding any other provisions of the Plan or of this
Article V, the Plan Proponents reserve the right to seek to reject, modify
and/or terminate any collective bargaining agreements with respect to which any
of the Debtors is a party in accordance with Section 1113 of the Bankruptcy
Code, any retiree benefit plans of any or all of the Debtors in accordance with
Section 1114 of the Bankruptcy Code and any other employee benefit programs in
accordance with applicable law; provided, however, that absent the termination
of any retiree benefit plans to which Section 1114 of the Bankruptcy Code is
applicable in accordance with Section 1114 of the Bankruptcy Code, and subject
to the provisions of Section 5.4.2 of the Plan, payment of all retiree benefits
under retiree benefit plans to which Section 1114 of the Bankruptcy Code is
applicable shall be continued after the Effective Date in accordance with
Section 1129(a)(13) of the Bankruptcy Code.

5.4.2. Special Provisions Relating to U.K. Debtors' Pension Plans and
Excluded Non-Qualified Pension Claims. Nothing in Section 5.4.1 of the Plan
shall alter or modify (i) the treatment of Excluded Non-Qualified Pension Claims
as Unsecured Claims under the Plan, or (ii) the treatment of any claims relating
to the FM Ignition Pension Plan and/or the T&N Pension Plan under the CVAs (as
such treatment is incorporated into the Plan).

5.4.3. Special Provisions Relating to Federal-Mogul Corporation Pension
Plan. Unless and until the Federal-Mogul Corporation Pension Plan is terminated
pursuant to applicable law, Reorganized Federal-Mogul and each of the other
Reorganized U.S. Debtors, as a successor to its respective Debtor, shall comply
with any and all of its obligations under the Federal-Mogul Corporation Pension
Plan pursuant to applicable law. Notwithstanding anything to the contrary in
this section or elsewhere in the Plan, including but not limited to Article IX,
there shall be no discharge, exculpation or release of any claims with respect
to the Federal-Mogul Corporation Pension Plan, including any claims asserted by
the Pension Benefit Guaranty Corporation with respect to the Federal-Mogul
Corporation Pension Plan, whether against the Debtors, the Reorganized U.S.
Debtors or any other persons or entities liable under applicable law.

5.5. Damages Upon Rejection. The Bankruptcy Court shall determine the
dollar amount, if any, of the Claim of the non Debtor party for damages
resulting from the rejection of any executory contract or unexpired lease;
provided, however, that any such Entity that holds or asserts a Claim against a
U.S. Debtor or its Estate must file a Proof of Claim with the Bankruptcy Court
within thirty (30) calendar days following the Confirmation Date, or as
otherwise ordered by the Bankruptcy Court. To the extent any such Claim is
Allowed by the Bankruptcy Court by Final Order, such Claim shall become, and
shall be treated for all purposes under the Plan as an Unsecured Claim, or, as
applicable, an Asbestos Personal Injury Claim, in the Reorganization Case of the
particular U.S. Debtor which is a party to such contract or lease, and the
holder thereof shall receive distributions under the Plan as a holder of an
Allowed Unsecured Claim or Asbestos Personal Injury Claim. The Plan shall
constitute notice to Entities which may assert a Claim for damages from the
rejection of an executory contract or unexpired lease of the bar date for filing
a Proof of Claim in connection therewith; provided, however, that the U.S.
Debtors shall have no obligation to notify such Entities that Confirmation has
occurred.

5.6. Corporate Indemnities

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5.6.1. Prepetition Indemnification and Reimbursement Obligations. For
purposes of the Plan, the respective obligations of Federal-Mogul and its
Affiliated Debtors to indemnify and reimburse Persons who are or were directors,
officers or employees of the Debtors on the Petition Date or at any time
thereafter, against and for any obligations pursuant to the articles of
incorporation, codes of regulation, bylaws (including, without limitation, the
obligations of Federal-Mogul pursuant to Article IV of the By-Laws of
Federal-Mogul), applicable state or non-bankruptcy law, or specific agreement or
any combination of the foregoing, shall survive Confirmation of the Plan, remain
unaffected thereby, and not be discharged under Section 1141 of the Bankruptcy
Code, irrespective of whether indemnification or reimbursement is owed in
connection with any event occurring before, on or after the Petition Date.

5.6.2. Plan Indemnity. In addition to the matters set forth in Section
5.6.1 and not by way of limitation thereof, the Reorganized Debtors shall
indemnify and hold harmless all Persons who are or were officers or directors of
the Debtors on the Petition Date or thereafter on account of and with respect to
any claim, cause of action, liability, judgment, settlement, cost or expense
(including attorney's fees) on account of claims or causes of action threatened
or asserted by any third party against such officers or directors that seek
contribution, indemnity, equitable indemnity, or any similar claim, based upon
or as the result of the assertion of primary claims against such third party by
any representative of the Debtors' Estates.

5.6.3. Limitation on Indemnification. Notwithstanding anything to the
contrary set forth in this Plan or elsewhere, the Reorganized Debtors shall not
be obligated to indemnify and hold harmless any Person or Entity for any claim,
cause of action, liability, judgment, settlement, cost or expense that results
primarily from such Person's or Entity's bad faith, gross negligence or willful
misconduct.

ARTICLE VI
ACCEPTANCE OR REJECTION OF THE PLAN

6.1. Each Impaired Class Entitled To Vote Separately. Subject to Section
6.3 below, the holders of Claims or Equity Interests in each impaired Class of
Claims or Equity Interests that receive or retain property pursuant to the Plan
shall be entitled to vote separately to accept or reject the Plan.

6.2. Acceptance By Impaired Classes Of Claims. Pursuant to Section 1126(c)
of the Bankruptcy Code, but subject to Section 6.3 below, an impaired Class of
Claims shall have accepted the Plan if, after excluding any Claims held by any
holder designated pursuant to Section 1126(e) of the Bankruptcy Code, (a) the
holders of at least two-thirds in amount of the Allowed Claims actually voting
in such Class have voted to accept the Plan, and (b) more than one half in
number of such Allowed Claims actually voting in such Class have voted to accept
the Plan.

6.3. Acceptance Pursuant To Section 524 Of The Bankruptcy Code. Pursuant to
Section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, the respective Classes
of Asbestos Personal Injury Claims shall have accepted the Plan only if the
holders of at least 75 percent of the Claims who voted in such Classes have
voted to accept the Plan.

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6.4. Presumed Acceptance Of Plan. Classes of Claims or Equity Interests
designated as unimpaired are conclusively presumed to have voted to accept the
Plan pursuant to Section 1126(f) of the Bankruptcy Code. In addition, by virtue
of the Surety Claims Settlement Agreement and the U.K. Global Settlement
Agreement, and the Plan's implementation of the relevant provisions of such
agreements, the holders of Surety Claims, Non-Priority FM Ignition Pension Plan
Employee Benefit Claims and Non-Priority T&N Pension Plan Employee Benefit
Claims are presumed to have voted to accept the Plan.

6.5. Presumed Rejection Of Plan. Impaired Classes of Claims or Equity
Interests that do not receive or retain any property under the Plan are
conclusively presumed to have voted to reject the Plan pursuant to Section
1126(g) of the Bankruptcy Code.

6.6. Votes With Respect to U.K. Debtors. The CVA Supervisors for each of
the U.K. Debtors that are covered by the Principal CVAs shall be entitled to
exercise the right, if any, to vote on the Plan in respect of any Unsecured
Claims (other than Asbestos Property Damage Claims and any other Unsecured
Claims referred to in paragraph 41.2 of the Principal CVAs), Non-Priority T&N
Pension Plan Employee Benefit Claims, and Non-Priority FM Ignition Pension Plan
Claims against any or all of such U.K. Debtors.

6.7. Confirmability And Severability Of The Plan.

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6.7.1. Consensual Confirmation. The Confirmation requirements of Section
1129(a) of the Bankruptcy Code must be satisfied separately with respect to each
Debtor. Therefore, notwithstanding the combination of the separate plans of
reorganization of all U.S. Debtors and U.K. Debtors in this Plan for purposes
of, among other things, economy and efficiency, the Plan shall be deemed a
separate Chapter 11 plan for each such Debtor.

6.7.2. Cramdown. With respect to any impaired Class of Claims or Equity
Interests that fails to accept the Plan in accordance with Section 1129(a) of
the Bankruptcy Code, including such Classes as may be created pursuant to
amendments to the Plan, the Plan Proponents request that the Bankruptcy Court
confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code with
respect to such non-accepting Classes, in which case or cases the Plan shall
constitute a motion for such relief.

6.7.3. Reservation of Rights. The Plan Proponents reserve the right to
modify or withdraw the Plan, any other plan, or the Plan in its entirety, for
any reason, including, without limitation, in the event that any separate plan
for a particular Debtor is not confirmed. In addition, should the Plan, or any
individual Debtor's plan, fail to be accepted by the requisite number and amount
of Claims and Equity Interests voting, as required to satisfy Sections 524(g)
(in the case of any Debtor subject to Asbestos Personal Injury Claims) and 1129
of the Bankruptcy Code, and notwithstanding any other provision of the Plan to
the contrary, the Plan Proponents reserve the right to amend, modify or withdraw
such plan or the Plan in its entirety. Notwithstanding the foregoing, in the
case of any modifications to the Plan relating to the Plan A Settlement or the
Plan B Settlement, the Plan Proponents' ability to modify the Plan shall be
subject to the terms of the Plan Support Agreement.

ARTICLE VII
CONDITIONS TO CONFIRMATION AND EFFECTIVENESS

7.1. Conditions To Confirmation. Confirmation of the Plan shall not occur
unless each of the following conditions has been satisfied or waived by the Plan
Proponents and, with respect to any waiver of the condition set forth in Section
7.1.4, the written consent of Cooper LLC, Cooper Industries, Ltd. or Pneumo
Abex, as applicable; provided, however, that in the case of Pneumo Abex, such
consent shall not be unreasonably withheld. These conditions to Confirmation,
which are designed, among other things, to ensure that the Injunctions, releases
and discharges set forth in Article IX shall be effective, binding and
enforceable, are as follows:

7.1.1. Findings of Fact. The Bankruptcy Court and/or the District Court, as
applicable, shall have made the following findings in substantially the
following form:

(a) The Supplemental Injunction, the Third Party Injunction and the
Asbestos Insurance Entity Injunction are to be implemented in connection with
the Trust;

(b) As of the Petition Date, certain of the Debtors had been named as
defendants in personal injury, wrongful death or property damage actions seeking
recovery for damages allegedly caused by the presence of, or exposure to,
asbestos or asbestos containing products;

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(c) Subject to Article IV of the Plan, upon Confirmation, the Trust shall
assume the liabilities of the Debtors with respect to Asbestos Personal Injury
Claims;

(d) The Trust will be funded in part by the Reorganized Federal Mogul Class
B Common Stock, and all rights to receive dividends or other distributions on
account of such Class B Common Stock;

(e) On the Effective Date, the Trust will own a majority of the voting
shares of Reorganized Federal-Mogul;

(f) The Trust will use its assets or income to pay Asbestos Personal Injury
Claims;

(g) The Debtors are likely to be subject to substantial future Demands for
payment arising out of the same or similar conduct or events that gave rise to
the Asbestos Personal Injury Claims that are addressed by the Supplemental
Injunction, the Third Party Injunction and the Asbestos Insurance Entity
Injunction;

(h) The actual amounts, numbers and timing of future Demands cannot be
determined;

(i) Pursuit of Asbestos Personal Injury Claims, including Demands, outside
the procedures prescribed by the Plan is likely to threaten the Plan's purpose
to deal equitably with Claims and future Demands;

(j) The terms of the Supplemental Injunction, the Third Party Injunction
and the Asbestos Insurance Entity Injunction, including any provisions barring
actions against third parties, are set out in conspicuous language in the Plan
and in the Disclosure Statement;

(k) Pursuant to court orders or otherwise, the Trust shall operate through
mechanisms, such as structured, periodic or supplemental payments, Pro Rata
distributions, matrices or periodic review of estimates of the numbers and
values of Asbestos Personal Injury Claims or other comparable mechanisms, that
provide reasonable assurance that the Trust will value, and be in a financial
position to pay, present Asbestos Personal Injury Claims and future Asbestos
Personal Injury Claims and Demands that involve similar Claims in substantially
the same manner;

(l) The Future Claimants Representative was appointed by the Bankruptcy
Court as part of the proceedings leading to the issuance of the Supplemental
Injunction, the Third Party Injunction and the Asbestos Insurance Entity
Injunction for the purpose of, among other things, protecting the rights of
persons that might subsequently assert Demands of the kind that are addressed in
the Supplemental Injunction, the Third Party Injunction and the Asbestos
Insurance Entity Injunction, and transferred to and assumed by the Trust;

(m) The inclusion of each Debtor or beneficiary within the protection
afforded by the Supplemental Injunction, the Third Party Injunction and the
Asbestos Insurance Entity Injunction, as applicable, is fair and equitable with
respect to the persons that might subsequently assert Demands against each such
Debtor or beneficiary in light of the benefits provided, or to be provided, to
the Trust on behalf of such Debtor or such beneficiary;

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(n) The Plan complies with Section 524(g) of the Bankruptcy Code in all
respects; and

(o) The Supplemental Injunction, the Third Party Injunction and the
Asbestos Insurance Entity Injunction are essential to the Plan and the Debtors'
reorganization efforts.

7.1.2. Confirmation Order. The Bankruptcy Court and/or District Court, as
applicable, shall have made such findings and determinations regarding the Plan
as shall enable the entry of the Confirmation Order and any other order entered
in conjunction therewith in form and substance acceptable to the Plan
Proponents.

7.1.3. Exit Facilities. The Debtors shall have obtained a binding
commitment(s) for the Exit Facilities on terms reasonably acceptable to the Plan
Proponents.

7.1.4. Pneumo Abex Settlement. Either (a) the Confirmation Order (and any
order of the District Court affirming the Confirmation Order) shall approve the
Plan B Settlement or (b) the Confirmation Order shall approve the Plan B
Settlement and the Confirmation Order, together with such other order of the
Bankruptcy Court and/or the District Court that may be proposed by the Debtors
and the other Plan Proponents approving the Plan A Settlement (the "Plan A
Approval Order") shall approve the Plan A Settlement; provided, however, that
the affirmation of the Confirmation Order (or any other order that approves the
Plan B Settlement) by the District Court shall only be required with respect to
the Plan B Settlement if the District Court rules on the Plan B Settlement. The
Confirmation Order (or any portion thereof) shall be in form and substance
reasonably acceptable to Cooper LLC and Cooper Industries, Ltd. with respect to
matters related to or contemplated by the Plan B Settlement. Provisions of the
Confirmation Order that approve the Plan B Settlement, to the extent directly
related to Pneumo Abex's or PCT's rights under the Plan B Settlement Agreement
and directly related to Pneumo Abex or PCT, shall also be subject to the consent
of Pneumo Abex, which consent shall not be unreasonably withheld. Any provisions
of the Confirmation Order pertaining to the Plan A Settlement, or the Plan A
Approval Order, if applicable, (i) shall be in form and substance reasonably
acceptable to Cooper LLC and Cooper Industries, Ltd., and (ii) to the extent the
provisions thereof are directly related to Pneumo Abex or PCT, shall be subject
to the consent of Pneumo Abex, which consent shall not be unreasonably withheld.

7.2. Conditions To Effectiveness. Notwithstanding any other provision of
the Plan or the Confirmation Order, the Effective Date of the Plan shall not
occur unless and until each of the following conditions has been satisfied or
waived by the Plan Proponents and, with respect to any waiver of Section 7.2.5,
the written consent of Cooper LLC and Cooper Industries, Ltd., and the Debtors
have filed a notice with the Bankruptcy Court stating that all such conditions
have been satisfied or waived:

7.2.1. Confirmation Order. The Confirmation Order shall have been issued by
the Bankruptcy Court and affirmed by the District Court, and the Confirmation
Order shall have become a Final Order; provided, however, that once the
Confirmation Order has been affirmed by the District Court, the Effective Date
may occur at a point in time when the Confirmation Order is not a Final Order at
the sole option of the Plan Proponents unless the effectiveness of the
Confirmation Order has been stayed or vacated, in which case the Effective Date
may be, again at the sole option of the Plan Proponents, the first Business Day
immediately following the expiration or other termination of any stay of
effectiveness of the Confirmation Order.

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7.2.2. Trust. The Trust Assets shall have been transferred to, vested in
and assumed by the Trust in accordance with Section 4.3 of the Plan, other than
any Trust Assets to be transferred to, vested in and assumed by the Trust after
the Effective Date, and the Trust is capable of complying with its obligations
under Section 8.3.6 of the Plan.

7.2.3. Corporate Documents. The Trust Documents and the other applicable
corporate documents necessary or appropriate to implement the Plan shall have
been executed, delivered and, where applicable, filed with the appropriate
governmental authorities.

7.2.4. United States Trustee's Fees. The fees of the United States Trustee
then owing by the Debtors shall have been paid in full.

7.2.5. Pneumo Abex Settlement. Either (a) the Confirmation Order and, if
applicable, any affirmance thereof by the District Court, shall approve the Plan
B Settlement or (b) the Confirmation Order shall approve the Plan B Settlement
and the Confirmation Order, together with the Plan A Approval Order (if
applicable), shall approve the Plan A Settlement; provided, however, that the
affirmation of the Confirmation Order by the District Court shall only be
required with respect to the Plan B Settlement if the District Court rules on
the Plan B Settlement. Neither the Confirmation Order (or any order of the
District Court affirming the Confirmation Order) nor the Plan A Approval Order
need to be a Final Order for this condition to be satisfied.

7.2.6. Other Assurances. The Plan Proponents shall have obtained tax
rulings, decisions, opinions or other assurances regarding certain tax
consequences of the Plan, as they deem satisfactory.

7.2.7. Exit Facilities. The Reorganized Debtors shall have entered into
agreements with respect to the Exit Facilities and the Closing Date, as to be
defined in the Exit Facilities, shall have occurred.

7.2.8. Notice of Effective Date. The Debtors shall have filed with the
Bankruptcy Court a notice of the occurrence of the Effective Date, which notice
shall confirm that the foregoing conditions have been satisfied or waived.

ARTICLE VIII
IMPLEMENTATION OF THE PLAN

8.1. Matters Involving the U.K. Debtors

8.1.1. CVAs for the U.K. Debtors. The Plan recognizes and incorporates the
treatment provided by the CVAs for those categories of Claims that are treated
by the CVAs. When the Plan provides that a Claim shall receive the treatment
afforded to such Claim under the applicable CVA, the Plan means that such Claim
will receive a distribution in respect of such Claim from the CVA Supervisors in
accordance with the provisions of the applicable CVA. Claims against the U.K.
Debtors that are not treated by the CVAs and Claims against those of the U.K.
Debtors for which CVAs have not been proposed shall be Allowed or not Allowed
and, if Allowed, receive a distribution, solely in accordance with the terms of
the Plan.

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8.1.2. Treatment of Asbestos Property Damage Claims Against the U.K.
Debtors Under the Plan and CVAs. Holders of Asbestos Property Damage Claims
against the U.K. Debtors have the option of foregoing the treatment of such
Claims specified in the CVAs. In the event that a holder of an Asbestos Property
Damage Claim against a U.K. Debtor elects to forego the treatment of such
Asbestos Property Damage Claim under the CVAs by not submitting notice of such
Asbestos Property Damage Claim to the CVA Supervisors in accordance with the
terms of the CVAs, such Asbestos Property Damage Claim may be pursued in the
Bankruptcy Court under and pursuant to the Bankruptcy Code, in which case any
Allowed Asbestos Property Damage Claims against a U.K. Debtor proven pursuant to
such process shall receive the treatment specified in this Plan for Asbestos
Property Damage Claims against the relevant U.K. Debtor.

8.1.3. Reservation of Rights. The Plan Proponents reserve the right to seek
to have the Bankruptcy Court enforce the CVAs, including, but not limited to,
the treatment of Claims against the U.K. Debtors under the CVAs as a matter of
comity or otherwise.

8.2. Continued Corporate Existence. Each of the Reorganized Debtors, other
than such Inactive Debtor Subsidiaries as may be dissolved, liquidated,
wound-up, struck off and/or merged into another entity, shall continue to exist
immediately after the Effective Date as a separate corporate entity in
accordance with the applicable law in the jurisdiction in which it is
incorporated, under its respective certificate of incorporation and bylaws or
other organizational documents in effect before the Effective Date, except as
its certificate of incorporation, bylaws or other organizational documents are
amended by the Plan.

8.3. Federal-Mogul Corporation Securities and Corporate Governance

8.3.1. Cancellation Of Existing Stock In Federal-Mogul. On the Effective
Date, the Federal-Mogul common and preferred stock classified in Classes 1M and
1O, and all unexercised rights, warrants and options relating to such stock and
any other rights attached to the ownership of any equity securities of
Federal-Mogul, shall be deemed cancelled and of no further force and effect. The
holders of such cancelled instruments, securities and other documentation shall
have no rights arising from or relating to such instruments, securities or other
documentation or the cancellation thereof, except the rights provided pursuant
to the Plan.

8.3.2. Conversion of Convertible Subordinated Debentures. On the Effective
Date, all beneficiaries of Convertible Subordinated Debentures, except those who
have affirmatively elected not to do so in connection with their vote on the
Plan, will be deemed to have exercised their rights to convert their securities
into Federal-Mogul common stock on the terms provided for in the indenture
governing those securities and debentures. For purposes of the classification
and treatment of Claims and Equity Interests under the Plan, such conversion
shall be deemed to have occurred on the Record Date, and the resulting common
stock interests arising from such conversion shall be included in and treated as
Equity Interests under Class 1O.

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8.3.3. Cancellation of Notes, Other Debt Securities and Indentures. On the
Effective Date, (i) the Notes, the Convertible Subordinated Debentures and any
other debt securities issued by the Debtors shall be deemed cancelled and of no
further force and effect and (ii) the obligations of the Debtors under any
agreements governing such Notes, the Convertible Subordinated Debentures or
other debt securities, including, without limitation, the Indentures, shall be
cancelled and discharged. Except as provided in this section and the Plan, the
holders of any such cancelled instruments, debt securities and related
documentation shall have no rights arising from or relating to such instruments,
securities or other documentation or the cancellation thereof. Notwithstanding
the foregoing, each Indenture, Note and Convertible Subordinated Debenture shall
continue in effect solely for the purposes of (a) allowing the Indenture
Trustees to make distributions on account of Noteholder Claims and Convertible
Subordinated Debenture Claims under the Plan and (b) permitting the Indenture
Trustees to maintain any rights or Liens they may have for unpaid fees, costs
and expenses under such Indentures; provided, however, that such rights and
Liens are limited to the distributions, if any, to Noteholders. Notwithstanding
the preceding sentence, clauses (a) and (b) of this section shall not represent
exceptions to the discharge of the Debtors' liabilities under the Bankruptcy
Code and the Confirmation Order. Additionally, upon payment in full of the fees
and expenses of the Indenture Trustees pursuant to Section 8.14.6 of the Plan,
any such rights or Liens of the Indenture Trustees shall terminate.

8.3.4. Issuance Of Reorganized Federal-Mogul Common Stock. On the Effective
Date, Reorganized Federal-Mogul shall issue 49.9 million shares of Reorganized
Federal-Mogul Class A Common Stock and 50.1 million shares of Reorganized
Federal-Mogul Class B Common Stock. Concurrently with such issuance, Reorganized
Federal-Mogul shall distribute (i) all of the shares of the Class B Common Stock
(less the shares of Class B Common Stock issued pursuant to Section 4.5.5
hereof) to the Trustees of the Trust as part of the consideration to be paid for
the Trust's assumption of all Asbestos Personal Injury Claims (which shall then
be allocated to the sub-Trusts created under the Trust Documents as provided
therein), (ii) the Class B Common Stock issued under Section 4.5.5 of the Plan
to the Trustees of the Trust and (iii) all of the shares of the Class A Common
Stock to the Disbursing Agent for further distribution Pro Rata to the holders
of Allowed Noteholder Claims, Allowed Convertible Subordinated Debenture Claims,
and Allowed Class H Unsecured Claims that make the Stock Election described in
Section 8.15.2 of the Plan. For the purpose of distributions to the holders of
Allowed Noteholder Claims, the Indenture Trustee under each series of Notes
shall be deemed to be the sole holder of the Allowed Noteholder Claim for all
Allowed Noteholder Claims for such series of Notes. Accordingly, all
distributions of Reorganized Federal-Mogul Class A Common Stock on account of
Allowed Noteholder Claims shall be distributed to the Indenture Trustees for
further distribution to the Noteholders pursuant to the terms of the respective
Indentures. Distribution of such Reorganized Federal-Mogul Class A Common Stock
shall be deemed complete upon delivery of one or more share certificates
representing such shares to the Indenture Trustees, on behalf of the
Noteholders. The Disbursing Agent shall not be entitled to vote any shares of
Reorganized Federal-Mogul Class A Common Stock.

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8.3.5. Specific Provisions Relating to Reorganized Federal-Mogul Class B
Common Stock. Upon formation of the Trust on the Effective Date in accordance
with Section 4.1 of the Plan, the Trust shall issue Reorganized Federal-Mogul a
note in the face amount of $125 million (the "$125 Million Note"), which note
shall mature ten (10) Business Days after the Effective Date (the "Maturity
Date"). In addition, also on the Effective Date, to secure repayment of the $125
Million Note, the Trust shall grant Reorganized Federal-Mogul a security
interest in 13.888888888% of the Reorganized Federal-Mogul Class B Common Stock
to be distributed to the Trust pursuant to the Plan (the "Pledged Stock"). On
the Maturity Date, in exchange for and in complete satisfaction of the $125
Million Note, the Trust shall either (i) pay the entire $125 million principal
amount in Cash to Reorganized Federal-Mogul or (ii) if the Trust does not make
the foregoing payment on the Maturity Date, then Reorganized Federal-Mogul shall
automatically and without any further notice or action have full and complete
ownership of the Pledged Stock; provided, however, that 32% of the 13.888888888%
of Reorganized Federal-Mogul Class B Common Stock so paid to Reorganized
Federal-Mogul shall be held in escrow by Reorganized Federal-Mogul (the
"Escrowed Shares") or, if the $125 million principal amount is paid in Cash, 32%
of such Cash shall be held in escrow by Reorganized Federal-Mogul (the "Escrowed
Cash"). If, after the Relevant Claims have been satisfied or provided for in
full, any portion of the Chester Street Fund Assets is released to Reorganized
T&N or such other member or members of the UK Group as Reorganized FMUK may
direct pursuant to the Release Provisions, a number of the Escrowed Shares
equivalent in value at the time of release to the portion of the Chester Street
Fund Assets released pursuant to the Release Provisions shall be returned to the
Trust; provided, however, that if an amount in excess of (pound)22 million is
released pursuant to the Release Provisions, then a number of shares valued at
$17.9640719 per share shall be returned to the Trust (any and all shares
returned to the Trust pursuant to this sentence, the "Returned Shares") with
respect to any amount released pursuant to the Release Provisions in excess of
(pound)22 million. If, however, the $125 million principal amount is paid in
Cash, a percentage of the Escrowed Cash equivalent in value to the portion of
the Chester Street Fund Assets released pursuant to the Release Provisions shall
be returned to the Trust. Any Escrowed Shares or Escrowed Cash that are not
returned to the Trust, after the Relevant Claims have been satisfied or provided
for in full, shall be transferred to Reorganized Federal-Mogul. In this Section
8.3.5:

(a) "UK Trust Deed" means the Trust Deed dated October 10, 2006 made
between (i) T&N acting by its administrators, (ii) the companies listed in
Schedule A thereto acting by their respective administrators, and (iii) The T&N
Asbestos Trustee Company Limited;

(b) the "Release Provisions" means paragraph 15.1.3 of the Principal CVAs,
Clause 2.4.3(b) of the UK Trust Deed, and/or Clause 4.1.2 of the UK Trust Deed;

(c) the "Relevant Claims" means (i) the Chester Street Fund Costs, (ii) the
remuneration, costs and expenses to be met out of the Chester Street Fund Assets
pursuant to paragraph 18.1.3(f)(ii) of the Principal CVAs, and (iii) the Chester
Street Trust Claims;

(d) the expressions "Chester Street Fund Assets", "Chester Street Fund
Costs", "Chester Street Trust Claims", "UK Group" and "FMUK" have the same
respective meanings as in the UK Trust Deed and the expression "Tax" has the
same meaning as in the Principal CVAs; and

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(e) any reference in this Section 8.3.5 to the "amount released pursuant to
the Release Provisions" shall be construed as such amount net of any deduction
or withholding from such amount that has been made on account of Tax.

8.3.6. Thornwood Call Option.

(a) Grant and Exercise of Call. Thornwood (or its designee) is hereby
granted by the Trust on the Effective Date a call (the "Call") on all of the
Reorganized Federal-Mogul Class B Common Stock other than the Pledged Stock (the
"Call Stock"). The Call shall be governed by the terms and conditions specified
in the Stock Option Agreement attached hereto as Exhibit 8.3.6(a).

(b) Additional Provisions Applicable If Call Is Exercised. In the event
that Thornwood or its designee exercises the Call and the Trust repays the $125
Million Note in Cash as provided in Section 8.3.5 of the Plan, then Thornwood or
its designee shall be granted an additional call on the Pledged Stock (the
"Pledged Stock Option"), which shall expire sixty (60) days after Thornwood (or
its designee) is first permitted to exercise the Pledged Stock Option and shall
be exercisable for additional Cash consideration on the same terms as the
Reorganized Federal-Mogul Class B Common Stock covered by the Call. In the event
that Thornwood or its designee exercises the Call and the Trust does not repay
the $125 Million Note in Cash as provided in Section 8.3.5, and Federal-Mogul
takes the Pledged Stock in full and complete satisfaction of the $125 Million
Note, then upon return to the Trust, any Returned Shares (as described in
Section 8.3.5 above) shall be offered to Thornwood or its designee for
additional Cash consideration on the same terms as the Reorganized Federal-Mogul
Class B Common Stock covered by the Call. If Thornwood and/or its designee
declines to purchase such stock, the Trust shall have the ability to sell the
stock on the open market, subject to regulatory and contractual compliance. In
addition, if the Call is exercised, Thornwood (or its designee) (as applicable)
shall comply with the terms of the Letter Agreement attached to the Plan as
Exhibit 8.3.6(b).

(c) Provisions Applicable If Call Is Not Exercised. In the event that
Thornwood (or its designee) does not exercise the Call on or prior to the
expiration date of the Call as set forth in the Stock Option Agreement,
Thornwood will provide the Trust with a term loan facility in the amount of $100
million, which term loan facility shall be secured by the Reorganized
Federal-Mogul Class B Common Stock held by the Trust. The terms and conditions
of the term loan facility provided for by this Section 8.3.6(c) shall be as set
forth in the Loan Agreement attached hereto as Exhibit 8.3.6(c).

8.3.7. Issuance of Warrants

(a) Subject to Section 8.3.7(b) below, on the Effective Date, if Classes 1D
and 1J have both voted to accept the Plan, and if at least one of Classes 1M, 1N
or 1O has also voted to accept the Plan, Reorganized Federal-Mogul shall issue
Warrants for the purchase of shares of Reorganized Federal-Mogul Class A Common
Stock in an amount calculated in accordance with Sections 3.1.13, 3.1.14 and/or
3.1.15, as applicable. Concurrently with such issuance, Reorganized
Federal-Mogul shall distribute such Warrants to the Disbursing Agent for further
distribution consistent with the terms and provisions of the Plan. The
Disbursing Agent shall not be entitled to exercise any of the Warrants.

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(b) If the Bankruptcy Court and/or District Court, as applicable, holds,
determines or rules that the Plan is not confirmable due to the gifting,
issuance or distribution of the Warrants, then (a) no Warrants shall be issued
or distributed pursuant to the Plan and (b) Classes 1M, 1N and 1O shall receive
no distributions under the Plan.

8.3.8. Surrender of Securities or Instruments. On or before the Effective
Date, or as soon as practicable thereafter, each holder of an instrument (a
"Certificate") evidencing the Notes, the Convertible Subordinated Debentures or
any other debt securities (but excluding securities representing Bank Claims)
shall surrender such Certificate to the Disbursing Agent, or, with respect to
indebtedness that is governed by an Indenture, to the Indenture Trustee. The
surrender of any global certificate held by an Indenture Trustee shall
constitute surrender of the Notes or other debt securities pertaining to such
global certificate for purposes of this provision. No distribution of property
hereunder shall be made to or on behalf of any such holder unless and until such
Certificate is received by the Disbursing Agent or the respective Indenture
Trustee, or evidence of the loss, theft, mutilation or destruction of such
Certificate is established to the reasonable satisfaction of the Disbursing
Agent or the respective Indenture Trustee. Any such holder who fails to (a)
surrender or cause to be surrendered such Certificate, or (b) execute and
deliver an affidavit of loss, theft, mutilation or destruction and indemnity to
the reasonable satisfaction of the Disbursing Agent or the respective Indenture
Trustee prior to the second anniversary of the Effective Date, (i) shall be
deemed to have forfeited all rights and Claims or interests in respect of such
Certificate, (ii) shall not participate in any distribution hereunder, and (iii)
all property in respect of such forfeited distribution, including interest
accrued thereon, shall be distributed Pro Rata to and among holders of the same
securities, and in accordance with legal rights and priorities of those holders
who properly surrendered such Certificates pursuant to the Plan.

8.3.9. Registration of Certain Reorganized Federal-Mogul Securities. On the
Effective Date, Reorganized Federal-Mogul shall execute and deliver a
registration rights agreement substantially in the form set forth in Exhibit
8.3.9 hereto obligating Reorganized Federal-Mogul to register for resale, to the
extent required by federal and state securities laws, the Reorganized
Federal-Mogul Common Stock, the Reorganized Federal-Mogul Junior Secured PIK
Notes and the Warrants under the Securities Act of 1933 in accordance with the
terms set forth in such registration rights agreement. The holders of
Reorganized Federal-Mogul Common Stock, Reorganized Federal-Mogul Junior Secured
PIK Notes and Warrants entitled to enter into such registration rights agreement
are those that (i) are issued 10% or more of the Reorganized Federal-Mogul
Common Stock, (ii) would otherwise qualify as an "underwriter" as defined in
Section 1145(b) of the Bankruptcy Code or (iii) reasonably request to do so.

8.3.10. Reporting Requirements Under Securities Exchange Act of 1934 and
Listing on Securities Exchange or Quotation System. Reorganized Federal-Mogul
shall be a mandatory reporting company under Section 12 of the Securities
Exchange Act of 1934, as amended. In addition, Reorganized Federal-Mogul will
use its best efforts to list, as promptly as practicable after the Effective
Date, the Reorganized Federal-Mogul Class A Common Stock on a national
securities exchange or for quotation on a national automated interdealer
quotation system but will have no liability if it is unable to do so. Persons
receiving distributions of Reorganized Federal-Mogul Class A Common Stock, by
accepting such distributions, will have agreed to cooperate with Reorganized
Federal-Mogul's reasonable requests to assist Reorganized Federal-Mogul in its
efforts to list the Reorganized Federal-Mogul Class A Common Stock on a national
securities exchange or quotation system, including, without limitation,
appointing or supporting the appointment of a sufficient number of directors to
the Board of Directors of Reorganized Federal-Mogul who satisfy the independence
and other requirements of any such national securities exchange or quotation
system.

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8.3.11. Transfer Restrictions. On the Effective Date, Reorganized Federal-
Mogul, the Trust and certain Noteholders shall enter into a Lockup Agreement
substantially in the form set forth in Exhibit 8.3.11 hereto. The Trust and such
Noteholders shall be bound by certain restrictions on transfer of their shares
of Reorganized Federal-Mogul Common Stock as set forth in such Lockup Agreement.

8.3.12. Certificate Of Incorporation and Bylaws.

8.3.12.1. The Certificate of Incorporation of Reorganized Federal-Mogul
shall, as of the Effective Date, be amended in its entirety substantially in the
form set forth in Exhibit 8.3.12(1) hereto, and the Bylaws of Reorganized
Federal-Mogul shall be amended in their entirety substantially in the form set
forth in Exhibit 8.3.12(2) hereto. Consistent with, but only to the extent
required by, Section 1123(a)(6) of the Bankruptcy Code, the amended Certificate
of Incorporation of Reorganized Federal-Mogul shall, among other things,
prohibit the issuance of non-voting equity securities.

8.3.12.2. The amended Certificate of Incorporation of Reorganized
Federal-Mogul shall provide that the initial board of directors of Reorganized
Federal-Mogul shall consist of nine members (as determined in accordance with
the amended Certificate of Incorporation), and that the holders of Reorganized
Federal-Mogul Class A Common Stock shall initially be entitled to nominate six
(6) directors and the holders of Reorganized Federal-Mogul Class B Common Stock
shall initially be entitled to nominate three (3) directors. Additionally, the
amended Certificate of Incorporation shall provide that certain major
transactions by Reorganized Federal-Mogul shall require the approval of a
majority of both the directors elected by the holders of Reorganized
Federal-Mogul Class A Common Stock and the directors elected by the holders of
Reorganized Federal-Mogul Class B Common Stock. Notwithstanding the foregoing,
of the six (6) directors that the holders of the Reorganized Federal-Mogul Class
A Common Stock shall initially be entitled to nominate, one of such directors
shall be the Chief Executive Officer of Reorganized Federal-Mogul, and one other
of such directors shall be Neil Subin, presently chairman of the Unsecured
Creditors Committee.

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8.3.13. Initial Board of Directors of Reorganized Federal-Mogul. On and
after the Effective Date, the business and affairs of Reorganized Federal-Mogul
shall become the general responsibility of its board of directors, subject to,
and in accordance with, the Certificate of Incorporation and the Bylaws of
Reorganized Federal-Mogul. The initial board of directors shall consist of the
nine individuals identified in Exhibit 8.3.13 hereto.

8.3.14. New Employment Agreements. On the Effective Date, Reorganized
Federal-Mogul may implement new employment agreements and/or equity-based
compensation and pension plans, which shall become binding, effective and
operative as of the Effective Date.

8.3.15. Grant of Non-Qualified Stock Options. As soon as practicable after
the Effective Date, Reorganized Federal-Mogul shall grant Jose Maria Alapont,
the President, Chairman of the Board of Directors, and Chief Executive Officer
of Federal-Mogul, non-qualified stock options to purchase the number of shares
of Reorganized Federal-Mogul Class A Common Stock equivalent to four percent
(4%) of the number of shares of the Reorganized Federal-Mogul Class A Common
Stock and the Reorganized Federal-Mogul Class B Common Stock issued on the
Effective Date. The grant of such non-qualified stock options shall be subject
to the terms and conditions in the Stock Option Agreement attached to the Plan
as Exhibit 8.3.15 (the "Stock Option Agreement"). The Certificate of
Incorporation of Reorganized Federal-Mogul shall authorize the issuance of the
number of shares of Reorganized Federal-Mogul Class A Common Stock necessary to
fulfill the provisions of this Section 8.3.15 and the Stock Option Agreement.

8.3.16. Reincorporation of Reorganized Federal-Mogul.

8.3.16.1. General. Prior to the Effective Date, a new corporate entity,
known as "New Federal-Mogul Corporation" shall be incorporated as a Delaware
corporation ("New Federal-Mogul"), and New Federal-Mogul shall be a wholly-owned
subsidiary of Federal-Mogul. On the Effective Date, Federal-Mogul shall merge
with and into New Federal-Mogul (the "Merger"), with New Federal-Mogul surviving
the merger and becoming Reorganized Federal-Mogul, with the surviving
corporation to be renamed "Federal-Mogul Corporation". Immediately after the
consummation of the Merger, New Federal-Mogul shall issue the Reorganized
Federal-Mogul Common Stock, the Warrants and the Reorganized Federal-Mogul
Junior Secured PIK Notes, as provided in Sections 8.3.4, 8.3.7 and 8.11 of the
Plan. All references herein to Reorganized Federal-Mogul shall refer to New
Federal-Mogul from and after the Merger.

8.3.16.2. Reservation of Rights. Notwithstanding the provisions of Section
8.3.16.1 of the Plan, the Plan Proponents reserve the right to maintain
Reorganized Federal-Mogul Corporation as a Michigan corporation and adopt an
amended and restated certificate of incorporation in Michigan. In such event,
the Plan Proponents shall file such amended and restated certificate of
incorporation prior to the Confirmation Hearing.

8.4. Ownership and Management of Reorganized Debtors other than Reorganized
Federal-Mogul. From and after the Effective Date, each Debtor shall retain its
Equity Interest in any other Debtor. The initial boards of directors for the
Reorganized Debtors other than Reorganized Federal-Mogul are set forth in
Exhibit 8.4 hereto.

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8.5. Dissolution Of Inactive Debtor Subsidiaries. On or subsequent to the
Effective Date, in the discretion of the new board of directors, Reorganized
Federal-Mogul, or the applicable parent company, may take such actions as may be
necessary or appropriate to effect the liquidation, dissolution, winding-up,
striking off, or other disposition, if any, of some or all of the Inactive
Debtor Subsidiaries.

8.6. Corporate Action. All matters provided for under the Plan involving
the corporate structure of the Debtors, or any corporate action to be taken by,
or required of the Debtors, shall be deemed to have occurred and be effective as
provided herein, and shall be authorized and approved in all respects without
any requirement for further action or vote by the stockholders or directors of
any of such entities.

8.7. Vesting of Assets. On the Effective Date, all property of the Estate
of each Debtor (including, but not limited to, any tax credits or other
tax-related benefits that are property of the Estate of any Debtor) shall revest
in the applicable Reorganized Debtor free and clear of all Claims, Liens,
encumbrances and other interests, except as provided in the Plan and the
Confirmation Order. As of the Effective Date, each Reorganized Debtor may
operate its business, and may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan and the Confirmation Order.

8.8. Preservation of Rights Of Action.

8.8.1. Rights of Action. Except for the Trust Causes of Action and except
as provided in Section 11.5 of the Plan or as otherwise provided in the Plan or
the Confirmation Order, in accordance with Section 1123(b) of the Bankruptcy
Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all rights, claims, causes of
action, suits and proceedings accruing to or for the benefit of the Debtors or
the Estates pursuant to the Bankruptcy Code, or pursuant to any other statute or
legal theory, and which shall include, but are not limited to, all causes of
action arising under Sections 542, 543, 544, 547 through 551 and 553 of the
Bankruptcy Code and which, for the avoidance of doubt, shall specifically
include any action for recovery of "preferential transfers" described in Section
11 of the Disclosure Statement.

8.8.2. Designation of Estates' Representative. The Unsecured Creditors
Committee shall be deemed the appointed representative of the Estates to pursue,
litigate, compromise and settle any action to avoid and recover transfers made
to or for the benefit of former Federal-Mogul officers Richard Snell and Alan
Johnson. The Reorganized Debtors shall be deemed the appointed representatives
to pursue, litigate, compromise and settle any other rights, remedies, claims,
causes of action, suits or proceedings.

8.8.3. Asbestos Insurance Actions. Notwithstanding any other provision of
the Plan to the contrary and without limiting the foregoing, the Reorganized
Debtors, with the consent of the Trustees, may retain, prosecute and enforce any
Asbestos Insurance Action in their own name, for the benefit of the Trust and
the holders of Asbestos Personal Injury Claims, provided that any costs and
expenses to be incurred by the Reorganized Debtors in any such Asbestos
Insurance Action shall be reimbursed to the Reorganized Debtors by the Trust as
Trust Expenses as soon as practically possible.

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8.9. Setoffs. Except as otherwise provided in the Addendum and the Plan B
Settlement Agreement with respect to the Plan B Settlement, each Reorganized
Debtor (or the Trust to the extent it pertains to an Asbestos Personal Injury
Claim) may, pursuant to the applicable provisions of the Bankruptcy Code or
applicable non-bankruptcy law, setoff against any applicable Allowed Claim
(before any distribution is made on account of such Claim) any and all claims,
rights, causes of action, debts or liabilities of any nature that the applicable
Reorganized Debtor (or the Trust to the extent it pertains to an Asbestos
Personal Injury Claim) may hold against the holder of such Allowed Claim;
provided, however, that the failure to effect such a setoff shall not constitute
a waiver or release of any such claims, rights, causes of action, debts or
liabilities.

8.10. Reorganized Federal-Mogul Secured Term Loan Agreement. On the
Effective Date, (i) Reorganized Federal-Mogul, as borrower, (ii) the other
Reorganized U.S. Debtors and F-M UK Holding Limited, as guarantors, (iii) the
holders of Class 1B Bank Claims, as lenders, (iv) JPMorgan Chase Bank, N.A., as
Administrative Agent for the lenders, and (v) the holders of Class 1C Surety
Claims, shall become parties to the Reorganized Federal-Mogul Secured Term Loan
Agreement regardless of whether any such party actually executes the Reorganized
Federal Mogul Secured Term Loan Agreement. The Reorganized Federal-Mogul Secured
Term Loan Agreement shall provide for, among other things, (a) the issuance to
the holders of Allowed Class 1B Bank Claims, in accordance with each such
holder's previously existing rights under the Bank Credit Agreement, of term
loans in the principal amount of $1,303,897,117.90 (as adjusted as of the
Effective Date to convert any foreign currencies to U.S. dollars) plus the
amount of any draws prior to the Effective Date on letters of credit outstanding
under the Bank Credit Agreement (but excluding draws prior to the Effective Date
on letters of credit outstanding under the Tranche C Loans portion of the DIP
Facility) and (b) the issuance to the holders of Class 1C Surety Claims of term
loans in the principal amount of $22,764,000.00. Unless repaid earlier, the term
loans issued to the holders of Class 1B Bank Claims and Class 1C Surety Claims
shall be repayable in periodic installments maturing six and a half years after
the Effective Date, at a rate of interest based on rates in the London interbank
market or, at Reorganized Federal-Mogul's option, an alternate base rate. The
obligations of the Reorganized U.S. Debtors with respect to the Reorganized
Federal-Mogul Secured Term Loan Agreement shall be secured by Liens on
substantially all domestic assets of the Reorganized U.S. Debtors and on 65% of
the equity in the first-tier foreign subsidiaries owned by the Reorganized U.S.
Debtors and Reorganized F-M UK Holding Limited. Except as otherwise provided in
the Reorganized Federal-Mogul Secured Term Loan Agreement, such Liens shall be
junior only to the Liens securing the Exit Facilities.

8.11. Issuance of Reorganized Federal-Mogul Junior Secured PIK Notes. On
the Effective Date, Reorganized Federal Mogul shall issue and distribute to the
PIK Notes Trustee, on behalf of all holders of Class 1B Bank Claims and all
holders of Class 1C Surety Claims, and for ultimate distribution to each such
holder in accordance with such holder's previously existing rights under the
Bank Credit Agreement and the Surety Claims Settlement Agreement, respectively,
the Reorganized Federal-Mogul Junior Secured PIK Notes. The Federal-Mogul Junior
Secured PIK Notes shall have an aggregate original principal amount of
$305,236,000.00, shall mature on the eleventh anniversary of the Effective Date
and shall bear interest at a fixed rate, initially payable partially in cash and
partially in kind. The obligations of Reorganized Federal-Mogul with respect to
the Reorganized Federal-Mogul Junior Secured PIK Notes shall be secured by Liens
on substantially all domestic assets of the Reorganized U.S. Debtors and on 65%
of the equity in the first-tier foreign subsidiaries owned by the Reorganized
U.S. Debtors and Reorganized F-M UK Holding Limited. Except as otherwise
provided in the indenture for the Reorganized Federal-Mogul Junior Secured PIK
Notes, such Liens shall be junior only to the Liens securing (i) the Exit
Facilities and (ii) the Reorganized Federal-Mogul Secured Term Loan Agreement.

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8.12. Exit Facilities. On the Effective Date, Reorganized Federal-Mogul
shall enter into the Exit Facilities. The proceeds of the Exit Facilities shall
be used to (a) repay obligations under the DIP Facility on the Effective Date,
(b) make cash payments required under the Plan and/or (c) provide working
capital for the business operations and general corporate purposes of the
Reorganized Debtors.

8.13. Effectuating Documents And Further Transactions. The Chief Executive
Officer, President, or any Vice President of each Debtor shall be authorized to
execute, deliver, file or record such contracts, instruments, releases and other
agreements or documents and take or direct such actions as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan.

8.14. Distributions Under the Plan

8.14.1. General Matters. The Disbursing Agent shall make all distributions
required under the Plan (other than distributions to holders of Asbestos
Personal Injury Claims). Distributions shall be made on the Distribution Date
(unless otherwise provided herein or ordered by the Bankruptcy Court) with
respect to all Claims except Asbestos Personal Injury Claims. Distributions with
respect to Asbestos Personal Injury Claims shall be made in accordance with the
Asbestos Personal Injury Trust Distribution Procedures. Distributions to be made
on the Distribution Date shall be deemed actually made on the Distribution Date
if made either (a) on the Distribution Date or (b) as soon as practicable
thereafter, but in no event later than ten Business Days after the Distribution
Date, except as otherwise provided for herein, or except as may be ordered by
the Bankruptcy Court. Except where the Plan contemplates deferred payment or
delivery of property or securities, payments to be made by the Disbursing Agent
pursuant to the Plan shall be made in Cash or by check drawn on a domestic bank
or by wire transfer from a domestic bank.

8.14.2. Withholding Of Taxes. The Disbursing Agent or the Trust, as
applicable, shall withhold from any assets or property distributed under the
Plan any assets or property which must be withheld for foreign, federal, state
and local taxes payable with respect thereto or payable by the Person entitled
to such assets to the extent required by applicable law.

8.14.3. Allocation of Consideration. To the extent that any Allowed Claim
entitled to a distribution under the Plan is comprised of indebtedness and
accrued but unpaid interest thereon, such distribution shall, for tax purposes,
be allocated to the principal amount of the Claim first and then, to the extent
the consideration exceeds the principal amount of the Claim, to accrued but
unpaid interest.

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8.14.4. Unclaimed Property. Except as provided in Section 8.3.4 of the Plan
with respect to distributions of Reorganized Federal-Mogul Class A Common Stock
to or for the benefit of Noteholders, and Section 8.10 of the Plan with respect
to distributions on account of Bank Claims and Surety Claims, any Cash, assets,
and other property to be distributed under the Plan, but excluding any
distributions from the Trust, that remain unclaimed (including by an Entity's
failure to negotiate a check issued to such Entity) or otherwise not deliverable
to the Entity entitled thereto before the later of (a) one year after the
Distribution Date, or (b) six months after an order allowing such Entity's Claim
becomes a Final Order, shall become vested in, and shall be transferred to, the
applicable Reorganized Debtor whose Estate owed or paid the Claim,
notwithstanding state or other escheat or similar laws to the contrary. In such
event, such Entity's Claim shall no longer be deemed to be Allowed and such
Entity shall be deemed to have waived its rights to such payments or
distributions under the Plan pursuant to Section 1143 of the Bankruptcy Code,
and such Entity shall have no further Claim in respect of such distribution and
shall not participate in any further distributions under the Plan with respect
to such Claim.

8.14.5. Transfer Taxes. Pursuant to Section 1146 of the Bankruptcy Code,
and to the fullest extent permitted by law, no stamp tax, transfer tax or other
similar tax shall be imposed or assessed by any taxing authority on account of
(i) the issuance, transfer or exchange of any securities issued under the Plan;
(ii) the transfer of any assets or property pursuant to the Plan (including as
collateral for any indebtedness contemplated by the Plan) or (iii) the making or
delivery of an instrument of transfer under the Plan.

8.14.6. Indenture Trustee Compensation. The Indenture Trustees shall
receive reasonable compensation and reimbursement of actual and necessary
expenses pursuant to the Indentures and pursuant to the procedures set forth
herein.

(a) Not later than five (5) days after the Confirmation Date, the Indenture
Trustees shall submit to Reorganized Federal-Mogul reasonably detailed
statements of the fees and expenses incurred by the Indenture Trustees through
such date along with any estimated fees and expenses for services to be rendered
after such date in effectuating the distribution of Reorganized Federal-Mogul
Class A Common Stock to the Noteholders and the surrender and cancellation of
the Notes as contemplated by the Plan (the "Statements").

(b) Reorganized Federal-Mogul shall pay all undisputed Statements submitted
by the Indenture Trustees in Cash on the Effective Date. If Reorganized Federal
Mogul disputes any Statement, Reorganized Federal-Mogul shall notify the
applicable Indenture Trustee of the basis for the dispute in writing on or prior
to ten (10) days after the Effective Date. Such notice shall also set forth the
amount Reorganized Federal-Mogul believes is due and owing, if any, to the
applicable Indenture Trustee. If the applicable Indenture Trustee and
Reorganized Federal-Mogul thereafter reach an agreement with regard to the
disputed Statement, Reorganized Federal-Mogul shall promptly pay the agreed-upon
amount to the applicable Indenture Trustee. If the parties are unable to reach
an agreement as to any disputed Statement, the applicable Indenture Trustee
shall file a request for allowance and payment of an Administrative Expense with
the Bankruptcy Court on or before thirty (30) days after the Effective Date (the
"Request"). If no Request is filed by such date, the applicable Indenture
Trustee shall be deemed to have consented to the amount of fees and expenses
agreed to by Reorganized Federal-Mogul. Reorganized Federal-Mogul shall be given
notice and an opportunity to respond to any and all Requests. Upon the entry of
a Final Order with respect to any Request, Reorganized Federal-Mogul shall pay
the applicable Indenture Trustee the amount allowed in such Final Order in Cash.

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(c) Upon payment of the Indenture Trustees' fees and expenses in accordance
with the foregoing paragraphs, the charging liens of the Indenture Trustees upon
distributions to the Noteholders, if any, will be discharged.

8.14.7. Record Ownership Date. Only Persons who hold Notes, are
beneficiaries of Convertible Subordinated Debentures or hold Equity Interests of
record as of the Record Date will be entitled to receive distributions payable
on account of such Claims or Equity Interests under the Plan. The Disbursing
Agent and any transfer or distribution agent shall be entitled to treat the
record holder of a registered security as the sole holder of any Equity Interest
evidenced thereby for purposes of all notices, payments or distributions under
the Plan. No notice of any transfer of any such security shall be binding on the
Disbursing Agent or any transfer or distribution agent unless such transfer has
been properly registered in accordance with the provisions of the governing
indenture or agreement at least ten Business Days prior to any Distribution
Date. If there is any dispute regarding the identity of the Entity entitled to
receive a distribution in respect of a Claim or Equity Interest under the Plan,
no distribution need be made in respect of such Claim or Equity Interest until
such dispute has been resolved.

8.14.8. Transfer of Claim. In the event that the holder of any Claim shall
transfer such Claim on or after the Effective Date, it shall immediately advise
the Disbursing Agent or the Trust, as the case may be, in writing of such
transfer. The Disbursing Agent or the Trust, as the case may be, shall be
entitled to assume that no transfer of any Claim has been made by any holder
unless and until written notice of a transfer has been actually received by the
Disbursing Agent or the Trust. Each transferee of any Claim shall take such
Claim subject to the provisions of the Plan, and, except as provided in a notice
of transfer, the Disbursing Agent or the Trust, as the case may be, shall be
entitled to assume conclusively that the transferee named in any notice of
transfer shall thereafter be vested with all rights and powers of the transferor
of such Claim. The provisions of this Section 8.14.8 shall not apply to holders
or transferees of Bank Claims or Noteholder Claims.

8.14.9. Cash Payments. Cash payments on account of Allowed Claims of
creditors of the U.S. Debtors located in the United States of America shall be
paid in U.S. dollars. Cash payments on account of Allowed Claims of creditors of
the U.S. Debtors located outside the United States of America, and cash payments
on account of Allowed Claims against the U.K. Debtors to be paid under the Plan,
shall be paid under the currency in which the Claim is denominated in the
invoice or under the currency in which the Claim is otherwise payable under
applicable non-bankruptcy law.

8.14.10. Distributions to Holders of Claims to be Treated Under CVAs. In
the event that a Claim is Allowed under the Plan by virtue of its allowance
under the CVA applicable to a particular U.K. Debtor or is to be satisfied out
of the assets of the U.K. Asbestos Trust, the payments made on account of such
Claim shall be the only amounts payable on account of such Claim, and no further
payment on account of such Claim shall be made under the Plan.

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8.14.11. Payment of Plan B Settlement Amount. Payment of the Plan B
Settlement Amount shall not be subject to the provisions of this Section 8.14 of
the Plan, but shall instead be governed by the provisions of Section 8.22 of the
Plan and the Plan B Settlement Agreement.

8.14.12. Payment of Owens-Illinois Settlement Amount. Payment of the
Owens-Illinois Settlement Amount shall not be subject to the provisions of
Section 8.14 or 8.15 of the Plan, but shall instead be governed by the
provisions of Section 8.25 of the Plan and the Owens-Illinois Settlement
Agreement.

8.14.13. Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C.
ss. 1930, as determined by the Bankruptcy Court at the Confirmation Hearing,
shall be paid on or before the Effective Date. After the Effective Date, the
Reorganized Debtors shall pay all required fees pursuant to 28 U.S.C. ss. 1930
or any other statutory requirement and comply with all statutory reporting
requirements related to the foregoing.

8.14.14. Payment of Amounts to The Travelers Indemnity Company &
Affiliates. Payments to The Travelers Indemnity Company & Affiliates on account
of the proofs of claim filed thereby with respect to the Deductible Amount (as
defined in the Commutation Agreement) shall not be subject to the provisions of
Section 8.14 or 8.15 of the Plan, but shall instead be governed by the terms of
the Commutation Agreement.

8.15. Distributions to Holders of Unsecured Claims Against U.S. Debtors.
The following provisions shall apply to distributions to the holders of Class H
Unsecured Claims against the U.S. Debtors.

8.15.1. Cash Distribution. In the event that the total amount of Allowed
Unsecured Claims against the U.S. Debtors (including the total amount of Allowed
Unsecured Claims of any holders making the stock election set forth below in
Section 8.15.2) is determined by the Plan Proponents or by the Reorganized
Debtors, as applicable, to be in excess of $258.0 million, then the amount of
the Cash distributions to holders of Allowed Unsecured Claims against such
Debtors will be adjusted so that each such holder will receive, on account of
its Allowed Unsecured Claim, total Cash payments equal to such holder's Pro Rata
portion of $90.3 million (and the calculation of such Pro Rata portion shall
take into account all Allowed Class H Unsecured Claims against the U.S. Debtors
including the Allowed Unsecured Claims of any holders making the stock election
set forth below in Section 8.15.2). In the event the Claims allowance and
reconciliation process for Unsecured Claims against the U.S. Debtors is not
completed on or prior to the second anniversary of the Distribution Date, then
Reorganized Federal Mogul shall make a determination as to whether it is likely
that such Claims will exceed $258.0 million. If it is determined that such
Claims will exceed $258.0 million, then Reorganized Federal-Mogul shall adjust
all remaining payments to be made on account of such Claims so that the holders
of such Claims will receive a Pro Rata portion of $90.3 million and Reorganized
Federal-Mogul shall take any and all necessary steps to facilitate the
distributions in accordance with this Section 8.15.1 including, without
limitation, setting reasonable reserves, if necessary, and withholding portions
of any distributions pending the completion of the Claims allowance and
reconciliation process for the applicable Debtors.

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8.15.2. Class H Stock Election. The holders of Allowed Class H Unsecured
Claims against the U.S. Debtors shall be entitled to elect to receive a Pro Rata
share of Reorganized Federal-Mogul Class A Common Stock instead of the Cash
distribution provided for Allowed Class H Unsecured Claims in Article III of the
Plan. For purposes of this Section 8.15.2, a holder making such an election is
referred to as an "Electing Holder." An Electing Holder must represent that it
has not, at the time of making its election, agreed to sell its claims to a
third party. Any Cash that would have been distributed to an Electing Holder had
they not made the election will remain with Reorganized Federal-Mogul.

8.15.2.1. Calculation of Pro Rata Share of Stock. The Pro Rata portion of
Reorganized Federal-Mogul Class A Common Stock to be distributed to each
Electing Holder shall be determined by the proportion that such Electing
Holder's Allowed Class H Unsecured Claim against a U.S. Debtor bears to the
aggregate amount of all Allowed Class 1D Noteholder Claims, Allowed Class 1F
Subordinated Debenture Claims and Allowed Class H Unsecured Claims against the
U.S. Debtors held by all other Electing Holders; provided, however, Allowed
Class 1F Subordinated Debenture Claims shall not include any holders of
Convertible Subordinated Debenture Claims that have converted or deemed to have
converted their respective Convertible Subordinated Debentures to Federal-Mogul
common stock pursuant to Section 8.3.2 of the Plan; provided further, however,
if the aggregate amount of Allowed Class H Unsecured Claims exceeds $258.0
million, then each Electing Holder's Pro Rata share of the stock shall be
reduced to reflect the reduced Cash distribution such Electing Holder would have
received had such Electing Holder not made the stock election provided herein.
If, at or prior to the Confirmation Hearing, the Plan Proponents believe that
the aggregate amount of Allowed Class H Unsecured Claims against the U.S.
Debtors is likely to exceed $258.0 million, then the Plan Proponents shall seek
Bankruptcy Court approval of an appropriate withholding and reserve mechanism
for the stock to be distributed to all Electing Holders pending the completion
of the Claims allowance and reconciliation process for the applicable Debtors.

8.15.2.2. Election Form. The Debtors shall send an election form
substantially in the form set forth in Exhibit 8.15.2.2 along with the notice of
the Confirmation Hearing to all holders of Allowed Class H Unsecured Claims
against the U.S. Debtors. The election forms shall be mailed to, and only be
exercisable by, the owner of such Allowed Class H Unsecured Claims as of January
22, 2007. The entities listed on Exhibit 8.15.2.2A shall be deemed to be the
record owners of the Class H Unsecured Claims set forth on Exhibit 8.15.2.2A
(and they shall be the record owner for only such Claims) as of January 22,
2007. Any subsequent owner, assignee, or transferee shall not be entitled to
make the election set forth in Section 8.15.2. Any election form must be
received by the Debtors on or before 45 days after the Bankruptcy Court enters
an order approving the Supplemental Disclosure Statement. If the holder of any
disputed Class H Unsecured Claim against a U.S. Debtor wishes to make the stock
election, such holder must file a motion, prior the deadline to object to the
Plan, seeking temporary allowance and an estimation of such disputed Class H
Unsecured Claim for election purposes. If, at or prior to the Confirmation
Hearing, the holder of a disputed Class H Unsecured Claim wishes to make the
stock election, the Plan Proponents shall seek Bankruptcy Court approval of an
appropriate withholding and reserve mechanism for the stock to be distributed to
all Electing Holders pending the completion of the Claims allowance and
reconciliation process for the applicable Debtors.

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8.15.3. Ad Hoc Committee of Unsecured Creditors. The Plan Proponents
support the granting of, and shall not object to, any application by the Ad Hoc
Committee of Certain Unsecured Creditors (or its counsel) pursuant to Section
503(b) of the Bankruptcy Code seeking compensation and reimbursement of actual
and reasonable legal fees and expenses incurred in these Reorganization Cases in
an amount up to but not exceeding $150,000.00.

8.16. Implementation of Plans for Federal-Mogul Bradford Limited and
Federal-Mogul Sealing Systems (Rochdale) Limited.

8.16.1. The Plan, as it relates to Federal-Mogul Bradford Limited
("Bradford"), will be implemented in part pursuant to an agreement dated as of
December 17, 2003, by and among T&N, Bradford, the T&N Administrators, the
Bradford Administrators, Federal Mogul Gorzyce, S.A. ("F-M Gorzyce") and Federal
Mogul Holding Deutschland GmbH, which agreement provides for (i) the lease of
certain of Bradford's plant, tooling and machinery and (ii) the license of
certain of Bradford's know-how utilized in its piston-manufacturing operations
to F-M Gorzyce, a non-Debtor Affiliate of the Debtors located in Poland. That
agreement further provides for the sale of such leased and licensed assets,
together with Bradford's customer goodwill, to F-M Gorzyce pursuant to a
purchase option to be exercised by F-M Gorzyce through the Plan, pursuant to
Section 524(g)(3)(A)(ii) of the Bankruptcy Code. Accordingly, the Confirmation
Order shall provide that F-M Gorzyce shall exercise the purchase option
described in this paragraph as part of the implementation of the Plan and that
pursuant to Section 524(g)(3)(A)(ii) of the Bankruptcy Code F-M Gorzyce shall
have no liability with respect to any Asbestos Personal Injury Claim or Demand
that may be made against it by reason of its status as the transferee of and/or
successor to the assets of Bradford.

8.16.2. The Plan, as it relates to Federal-Mogul Sealing Systems (Rochdale)
Limited ("FMSS-Rochdale"), will be implemented in part pursuant to an agreement
dated as of August 4, 2006, by and among T&N, FMSS-Rochdale, the T&N
Administrators, the FMSS-Rochdale Administrators, and Federal-Mogul Sealing
Systems (Pty) Limited ("FMSS-South Africa"), which agreement provides for the
lease of certain of FMSS-Rochdale's plant, machinery and tooling to FMSS-South
Africa, a non-Debtor Affiliate of the Debtors. That agreement further provides
for the sale of such plant, machinery and tooling to FMSS-South Africa pursuant
to a purchase option to be exercised by FMSS-South Africa through the Plan,
pursuant to Section 524(g)(3)(A)(ii) of the Bankruptcy Code. Accordingly, the
Confirmation Order shall provide that FMSS-South Africa shall exercise the
purchase option described in this paragraph as part of the implementation of the
Plan and that pursuant to Section 524(g)(3)(A)(ii) of the Bankruptcy Code
FMSS-South Africa shall have no liability with respect to any Asbestos Personal
Injury Claim or Demand that may be made against it by reason of its status as
the transferee of and/or successor to the assets of FMSS-Rochdale.

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8.17. Objections to Claims Other than Asbestos Personal Injury Claims.
Subject to the provisions of Article IV and Section 8.18, after the Effective
Date, only the applicable Reorganized Debtor against whose Estate a Claim was
filed or deemed filed may object to the allowance of any Claim, except that (i)
the Unsecured Creditors Committee, the Asbestos Claimants Committee and the
Future Claimants Representative shall also have standing and capacity to object
to the Administrative Expense Claims of professionals employed or retained in
these Reorganization Cases; (ii) all rights of any Asbestos Insurance Company
with respect to the defense and settlement of Debtor Insurance Claims, or claims
asserted by any non-Debtor party against any Debtor or any Asbestos Insurance
Company for coverage under any Asbestos Insurance Policy, are preserved; (iii)
insurers that have issued or subscribed policies that provide or may be alleged
to provide coverage for Debtor Insurance Claims shall retain any rights they may
have to object to the allowance of such Debtor Insurance Claims; and (iv) the
Unsecured Creditors Committee shall also have standing and capacity to object to
the Claims of Richard Snell and Alan Johnson. Subject to the provisions of
Article IV and Section 8.18, after the Effective Date, the applicable
Reorganized Debtor against whose Estate a Claim was filed or deemed filed shall
be accorded the power and authority to allow or settle and compromise any Claim,
except for the Administrative Expense Claims of professionals employed by or on
behalf of the Estates and Debtor Insurance Claims, without notice to any other
party or approval of or notice to the Bankruptcy Court. Unless otherwise ordered
by the Bankruptcy Court, and except as to any (a) late-filed Claims, (b)
Asbestos Personal Injury Claims, (c) Claims granted to Dana Corporation and/or
any of its affiliates pursuant to that certain settlement agreement between Dana
Corporation, certain of its affiliates, and certain of the Debtors, which
settlement agreement was approved by the Bankruptcy Court on August 21, 2003,
and (d) Claims asserted by the United States of America or any of the States
party to the Environmental Settlement Agreements relating to the Additional
Sites (as defined in the Environmental Settlement Agreements), all objections to
Claims against the U.S. Debtors shall be filed with the Bankruptcy Court on or
before six months following the Effective Date. Objections to late-filed Claims
against the U.S. Debtors shall be filed not later than the later of (a) six
months following the Effective Date or (b) sixty (60) days after the Reorganized
Debtor receives actual notice of the filing of such Claim. Nothing in this
Section 8.17 or any other provision of the Plan shall be deemed to limit or
impair the ability of the United States Trustee to object to Administrative
Expense Claims of professionals employed during these Reorganization Cases.

8.18. Resolution of Asbestos Personal Injury Claims. Asbestos Personal
Injury Claims (other than CVA Asbestos Claims) shall be resolved in accordance
with the Trust Documents, subject to the provisions of Article IV of the Plan
and subject to the right of any Asbestos Insurance Company to raise any Asbestos
Insurer Coverage Defense in response to a demand by the Trust that such insurer
handle, defend, or pay any such claim.

8.19. Settling Asbestos Insurance Companies. After the Confirmation Hearing
and prior to the Effective Date, the Debtors, and, from and after the Effective
Date, the Trust, may, at any time, in its or their sole and absolute discretion,
move the District Court to extend the Third Party Injunction to any Asbestos
Insurance Company, for good cause shown. Such motion shall be served upon the
parties entitled to notice pursuant to the Bankruptcy Court's Order Establishing
Case Management Procedures and Hearing Schedule, and shall disclose, to the
extent necessary, the terms of any Asbestos Insurance Settlement Agreement with
any Asbestos Insurance Company.

8.20. Release by Dan=Loc Group. On the Effective Date, each of the Dan=Loc
Deed of Special Indemnity and the Dan=Loc Deed of Guarantee shall be deemed
terminated by agreement and the Dan=Loc Group shall release any and all Claims,
obligations and liabilities (including, but not limited to, Environmental
Claims) whatsoever against any and all of the Debtors, their non-Debtor
Affiliates and the Released Parties (i) under the Deed of Special Indemnity,
(ii) under the Deed of Guarantee (iii) or otherwise, except that Asbestos
Property Damage Claims against the Debtors that the Dan=Loc Group had under the
Dan=Loc Deed of Special Indemnity and Dan=Loc Deed of Guarantee as of the
Petition Date shall, to the extent that any such Claims are Allowed, be treated
as Unsecured Claims under the Plan. In addition to releasing any Environmental
Claims against the Debtors, Dan=Loc is also waiving and releasing any and all
claims against four non-Debtor Affiliates that are parties to the 1997 Dan=Loc
Asset Purchase Agreement.

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8.21. Implementation of Environmental Settlements. The Plan will implement
those certain settlement agreements by and among the Debtors and (i) the United
States of America, the State of Georgia, the State of Indiana, the Commonwealth
of Kentucky, the Commonwealth of Pennsylvania, the City of Battle Creek,
Michigan, the Board of County Commissioners, Lucas County, Ohio, and certain PRP
Groups dated as of December 1, 2004 (and approved by the Bankruptcy Court by a
Final Order dated December 1, 2004), (ii) the State of Michigan, dated as of
November 7, 2005 (and approved by the Bankruptcy Court by a Final Order dated
November 7, 2005, and (iii) the State of Ohio, dated as of October 27, 2006 (and
approved by the Bankruptcy Court by a Final Order dated as of October 27, 2006
(collectively, the "Environmental Settlement Agreements") wherein, among other
things, all Environmental Claims against the U.S. Debtors with respect to
Additional Sites (as defined in each of the Environmental Settlement Agreements)
shall be discharged under Section 1141 of the Bankruptcy Code in exchange for
giving the holders of such Claims (i) the distributions and rights afforded
under the Plan to the holders of Allowed Unsecured Claims in Class H against the
relevant Debtor once such Claims have been liquidated in accordance with the
terms of the Environmental Settlement Agreements and (ii) the other rights
provided under the Environmental Settlement Agreements, including but not
limited to the right to liquidate Environmental Claims involving the Additional
Sites after the Effective Date, notwithstanding their having been discharged
under 11 U.S.C. ss. 1141. Accordingly, the provisions of this Plan shall not
alter or prejudice the specific rights provided to the parties under the
Environmental Settlement Agreements pertaining to Environmental Claims arising
or relating to the Additional Sites, and in the event of any inconsistencies
between the Plan and the Environmental Settlement Agreements pertaining to
Environmental Claims arising or relating to the Additional Sites, the terms of
the Environmental Settlement Agreements shall govern. In addition, any other
Environmental Claims by parties which are not settling pursuant to the
Environmental Settlement Agreements, and which are not liquidated prior to the
Effective Date, may be settled by the applicable Reorganized U.S. Debtors to the
extent such settlements are substantially similar to the provisions of the
Environmental Settlement Agreements relating to Environmental Claims with
respect to Additional Sites.

8.22. Implementation of Plan B Settlement With Pneumo Parties. The Plan
will implement the Plan B Settlement in the event Articles II and III of the
Plan B Settlement Agreement become effective pursuant to Section 5.01 of the
Plan B Settlement Agreement prior to the Date of Finality. The Plan B Settlement
Agreement is attached to the Plan as Exhibit 8.22. The Plan B Settlement shall
not become effective if the Date of Finality occurs and the Plan A Settlement
becomes fully and finally effective.

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8.22.1. Plan B Settlement Amount. In full, final and complete satisfaction
of any Released Claims Against FMC Group, on or as soon as reasonably
practicable following the Plan B Date (but in no event later than 10 days after
the Plan B Date), (a) $138,000,000 shall be paid to Cooper Industries, LLC
("Cooper LLC") by wire transfer of immediately available funds from assets
available for distribution under the Plan and (b) $2,000,000 shall be paid to
Pneumo Abex by wire transfer of immediately available funds from assets
available for distribution under the Plan (the $138,000,000 payment and the
$2,000,000 payment referred to in this Section 8.22.1 being collectively
referred to as the "Plan B Settlement Amount"). Cooper LLC's and Pneumo Abex's
entitlement to receive payments of their respective portions of the Plan B
Settlement Amount shall not be subject to any defense, counterclaim, offset,
subordination, reduction, disallowance, or modification under the Plan or
otherwise, including, but not limited to, under Section 502(d) of the Bankruptcy
Code.

8.22.2. Restriction on Payments. If the Plan B Effective Date occurs, none
of the Debtors, their non-Debtor Affiliates, nor the Disbursing Agent shall make
any payment, distribution or contribution under the Plan (other than a payment,
distribution or contribution to the Trust or other Entity necessary to pay the
Plan B Settlement Amount and which payment, distribution or contribution (or the
Cash proceeds thereof) is actually used by the Trust or such other Entity to pay
the Plan B Settlement Amount to Cooper LLC and Pneumo Abex (as applicable) prior
to the time the Plan B Settlement Amount is paid in full in accordance with
Section 8.22.1 of the Plan and Section 2.01 of the Plan B Settlement Agreement.

8.22.3. Plan B Settlement Mutual Releases; Limited Exceptions to Discharge

8.22.3.1. Except as otherwise provided in the Plan B Settlement Agreement,
the Plan B Settlement is a complete, final and comprehensive settlement and
resolution of any and all Claims between the Pneumo Parties, or any of them, and
the Debtors and their non-Debtor Affiliates, or any of them.

8.22.3.2. On the terms and subject to the conditions set forth in the Plan
B Settlement Agreement, the various releases set forth in Article III of the
Plan B Settlement Agreement shall become effective as of the Effective Date.
Notwithstanding any other provision of the Plan, the Claims set forth in Section
3.03 of the Plan B Settlement Agreement that are not released (the "Pneumo
Excluded Claims") shall remain unaltered, shall continue in full force and
effect and shall not be subject to any treatment or discharge under the Plan,
regardless of the classes into which any such preserved Claims would otherwise
be categorized and the treatment otherwise afforded to the Pneumo Excluded
Claims in such classes under any other provision of the Plan.

8.22.4. Funding of Plan B Settlement Amount.

8.22.4.1. If Call is Exercised on Effective Date.

(a) If the Call (as defined in Section 8.3.6 of the Plan) in favor of
Thornwood or its designee is exercised on the Effective Date and the Plan B Date
occurs on the Effective Date, then the Trust shall pay the Plan B Settlement
Amount pursuant to Section 8.22.1 of the Plan and Section 2.01 of the Plan B
Settlement Agreement from the funds received as a result of the exercise of the
Call.

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(b) If the Call is exercised on the Effective Date and any of the
situations described in Section 4.09(a), (b), or (c) of the Plan B Settlement
Agreement are in occurrence as of the Effective Date, then the Trust shall fund
the Cooper/Pneumo Escrow Account pursuant to Section 4.09 of the Plan B
Settlement Agreement from the funds received as a result of the exercise of the
Call on or as soon as reasonably practicable following (but in no event later
than ten (10) days after) the Effective Date. The Cooper/Pneumo Escrow Account
shall be maintained pursuant to an escrow agreement that gives effect to the
provisions of Section 4.09 of the Plan B Settlement Agreement and is otherwise
in form and substance reasonably satisfactory to Cooper, FMP, and, to the extent
directly related to Pneumo Abex or PCT, Pneumo Abex and/or PCT (as the case may
be) (the "Cooper/Pneumo Escrow Agreement"). Unless and until the Date of
Finality occurs, the Cooper/Pneumo Escrow Account shall be maintained and the
assets therein used only to pay the Plan B Settlement Amount pursuant to Section
8.22.1 of the Plan and Section 2.01 of the Plan B Settlement Agreement upon the
occurrence of the Plan B Date. Interest accrued on amounts in the Cooper/Pneumo
Escrow Account shall be paid as provided in Section 4.09 of the Plan B
Settlement Agreement.

8.22.4.2. If Call is Exercised Subsequent to Effective Date.

(a) If the Call is not exercised on the Effective Date but the Plan B Date
occurs on the Effective Date, then Reorganized Federal-Mogul shall pay the Plan
B Settlement Amount on behalf of the Trust pursuant to Section 8.22.1 of the
Plan and Section 2.01 of the Plan B Settlement Agreement.

(b) If the Call is not exercised on the Effective Date and any of the
situations described in Section 4.09(a), (b), or (c) of the Plan B Settlement
Agreement are in occurrence as of the Effective Date, then Reorganized
Federal-Mogul shall fund the Cooper/Pneumo Escrow Account on behalf of the Trust
pursuant to Section 4.09 of the Plan B Settlement Agreement on or as soon as
reasonably practicable following (but in no event later than ten (10) days
after) the Effective Date. The Cooper/Pneumo Escrow Account shall be maintained
pursuant to the Cooper/Pneumo Escrow Agreement. Unless and until the Date of
Finality occurs, the Cooper/Pneumo Escrow Account shall be maintained and the
assets therein used only to pay the Plan B Settlement Amount pursuant to Section
8.22.1 of the Plan and Section 2.01 of the Plan B Settlement Agreement upon the
occurrence of the Plan B Date. Interest accrued on amounts in the Cooper/Pneumo
Escrow Account shall be paid as provided in Section 4.09 of the Plan B
Settlement Agreement.

(c) If the Call is not exercised on the Effective Date, the Trust shall
issue and deliver a promissory note in the principal amount of $140,000,000 (the
"Trust Note") to Reorganized Federal-Mogul on the Effective Date. The entirety
of the obligations under the Trust Note shall become due and payable on the
sixty-first (61st) day after the Effective Date. As security for the Trust's
obligations to Reorganized Federal-Mogul under the Trust Note, Reorganized
Federal-Mogul shall withhold from distribution to the Trust, and shall be
granted a possessory security interest in, 7,793,333 shares of the Reorganized
Federal-Mogul Class B Common Stock otherwise to be distributed to the Trust
pursuant to Section 4.3 of the Plan (the "Retained Stock"). Reorganized
Federal-Mogul shall not have recourse to any assets of the Trust other than the
Retained Stock to satisfy the Trust's obligations under the Trust Note. On the
Effective Date, the Trust shall also deliver to Reorganized Federal-Mogul (i) a
stock pledge agreement in form and substance satisfactory to Reorganized
Federal-Mogul evidencing the Trust's pledge of the Retained Stock to secure
repayment of the Trust Note and (ii) stock powers duly executed in blank or
other instruments of transfer necessary for Reorganized Federal-Mogul to sell
the Retained Stock in the event that the obligations under the Trust Note are
being satisfied by Reorganized Federal-Mogul retaining the Retained Stock as
contemplated in Section 8.22.4.3(b) of the Plan.

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(d) If the Call is exercised subsequent to the Effective Date, Thornwood
shall pay the entire $140,000,000 amount of the Trust Note to Reorganized
Federal-Mogul on behalf of the Trust, from the $375,000,000 cash payment
contemplated by section 8.3.6 of the Plan to be paid to the Trust as a result of
the exercise of the Call. Payment of the $140,000,000 by Thornwood directly to
Reorganized Federal-Mogul shall be in full and complete satisfaction of the
Trust's obligations under the Trust Note, and shall reduce dollar-for-dollar the
amount that Thornwood shall pay to the Trust as a result of the exercise of the
Call. Upon payment of the $140,000,000 by Thornwood to Reorganized
Federal-Mogul, Reorganized Federal-Mogul shall deliver the Retained Stock to
Thornwood.

8.22.4.3. If Call Expires. If the Call expires without being exercised,
then, on the first day following the expiry of the Call (i.e., the sixty-first
(61st) day after the Effective Date):

(a) Thornwood shall make a loan of $100,000,000 to the Trust as set forth
in Section 8.3.6(c) of the Plan, which loan shall be secured by a first lien
upon all the Reorganized Federal-Mogul Class B Common Stock held by the Trust at
that time (which shall not include the Retained Stock); and

(b) the Trust shall either repay the entire $140,000,000 principal amount
in Cash to Reorganized Federal-Mogul, or, if the Trust does not make the
foregoing payment on the sixty-first (61st) day after the Effective Date, then
Reorganized Federal-Mogul shall automatically, and without any further notice or
action, have full and complete ownership of the Retained Stock, and any right,
title and interest of the Trust in the Retained Stock shall be deemed completely
cancelled and all of the Trust's obligations under the Trust Note shall be
deemed satisfied in full. In the event that Reorganized Federal-Mogul has full
and complete ownership of all or part of the Retained Stock, Reorganized
Federal-Mogul shall immediately be entitled to sell such Retained Stock.

8.22.4.4. If Dates do not Occur on a Business Day. If any of the dates set
forth in Section 8.22.4 of the Plan fall on a day that is not a Business Day,
the obligations that are due on such day shall be extended until the next
Business Day thereafter.

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8.22.5. Trust Bound by Plan B Settlement Agreement. On the Effective Date,
provided that the Plan B Settlement Agreement has not been earlier terminated in
accordance with its terms, the Trust will be bound by the Plan B Settlement
Agreement without any need for any further action by the Trust.

8.22.6. Modifications to Plan B Settlement Agreement. No provision of the
Plan B Settlement Agreement may be modified, supplemented, changed or amended
(including, without limitation, by amendment of the Plan) except as provided in
the Plan B Settlement Agreement.

8.22.7. Insurance Matters Relating to Implementation of Plan B Settlement.

8.22.7.1. Non-Recovery of Plan B Settlement Amount from Insurers. None of
the Debtors, the Trust, the Asbestos Claimants Committee, and/or the Future
Claimants Representative shall seek in any forum or proceeding to recover the
Plan B Settlement Amount, or any portion thereof, from any issuer(s) of any
Pneumo Asbestos Insurance Policies (including, without limitation, any of
Columbia Casualty Company, Continental Casualty Company and The Continental
Insurance Company, both in its individual capacity as well as the successor to
certain interests of Harbor Insurance Company).

8.22.7.2. Pneumo Asbestos Insurance Policies Under Plan B Settlement. In
the event Articles II and III of the Plan B Settlement Agreement become
effective pursuant to Section 5.01 of the Plan B Settlement Agreement, none of
the Debtors shall assert any rights to recover any amounts under any Pneumo
Asbestos Insurance Policies.

8.23. Effectiveness of Addendum.

8.23.1. Implementation of Addendum and Plan A Settlement.

8.23.1.1. The Addendum and the Plan A Settlement contained therein will be
implemented unless Articles II and III of the Plan B Settlement Agreement become
effective pursuant to Section 5.01 of the Plan B Settlement Agreement prior to
the Date of Finality. If the Addendum and the Plan A Settlement are implemented,
the Addendum and the exhibits thereto shall be part of the Plan and the Addendum
and the exhibits thereto shall be Plan Documents.

8.23.1.2. If Articles II and III of the Plan B Settlement Agreement become
effective pursuant to Section 5.01 of the Plan B Settlement Agreement prior to
the Date of Finality, the Addendum shall have no further force and effect except
that the provisions of Section 2.4.2 of the Addendum (and all definitions used
therein) and any agreements entered into to give effect thereto or in connection
therewith, shall continue to have full force and effect and shall be enforceable
in accordance with their terms. In such event, except for the provisions and
agreements described in the first sentence of this Section 8.23.1.2, the
Addendum and the exhibits thereto shall not constitute a part of the Plan and
the Addendum and the exhibits thereto shall not be Plan Documents.

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8.23.2. Addendum Controls with Respect to Plan A Settlement. In the event
the Addendum is implemented as described in Section 8.23.1 of the Plan, to the
extent there is a conflict between the Addendum and any provision of the Plan
with respect to the Plan A Settlement, the Addendum shall control.

8.24. Plan Support Agreement. The Other Cooper Claims shall be subject to
the terms of the Plan Support Agreement. In particular, pursuant to the Plan
Support Agreement, Cooper LLC and Cooper Industries, Ltd. have waived any rights
to any Distributions on account of any of the Other Cooper Claims and any right
to vote with respect thereto.

8.25. Implementation of Owens-Illinois Settlement. The Plan incorporates by
reference the terms of the Owens-Illinois Settlement Agreement, including,
without limitation, (i) the obligation of Federal-Mogul to pay the
Owens-Illinois Settlement Amount to Owens-Illinois, Inc. on the Effective Date
and (ii) the release on the Effective Date by Owens-Illinois of any and all
claims against all of the Debtors and their non-Debtor Affiliates, save those
proofs of claim reflecting contribution and indemnity claims arising from
asbestos liabilities that are specifically set forth in the Owens-Illinois
Settlement Agreement, which, for the avoidance of doubt, are classified as
Indirect Asbestos Personal Injury Claims and the liability for which shall be
transferred to the Trust on the Effective Date in accordance with Section 4.2.1
of the Plan.

8.26. Implementation of Settlement Agreement with Certain Asbestos Property
Damage Claimants. Pursuant to Section 1123(b) of the Bankruptcy Code, that
certain Settlement Agreement with the holders of Asbestos Property Damage Claims
attached to the Plan as Exhibit 8.26 shall be implemented according to its terms
pursuant to the Plan.

8.27. Implementation of MagneTek Settlement Agreement. The Plan will
implement that certain Settlement Agreement among (i) Federal-Mogul and FMP,
(ii) MagneTek, Inc., MagneTek Controls, Inc., and MagneTek National Electric
Coil, Inc., (iii) the Asbestos Claimants Committee, and (iv) the Future
Claimants Representative dated as of May 24, 2007.

8.28. Dismissal of CNA Adversary Proceeding. That certain adversary
proceeding captioned Columbia Casualty Company, Continental Casualty Company and
The Continental Insurance Company v. Federal-Mogul Corporation, Federal-Mogul
Products, Inc., The Official Committee of Asbestos Claimants, Eric D. Green,
Future Claimants' Representative, Pneumo Abex, LLC, PepsiAmericas, Inc., and
Cooper Industries, LLC, Adv. Pro. No. 06-50609 (the "CNA Adversary Proceeding"),
shall be deemed dismissed without prejudice as of the Effective Date. Neither
the CNA Adversary Proceeding nor any of the arguments made or actions taken by
any of the parties to the CNA Adversary Proceeding in the CNA Adversary
Proceeding shall in any way operate to, or have the effect of, impairing any of
the parties' legal, equitable or contractual rights, if any, in any respect.

8.29. Implementation of CIP Agreement and Controlling Effect Thereof. The
CIP Agreement shall be implemented as part of the Plan, and the CIP Agreement
shall govern the obligations of the Reorganized Debtors, the Trust, and the
Insurers and Excess Insurers (as the terms Insurers and Excess Insurers are
defined in the CIP Agreement) with respect to the matters covered by the CIP
Agreement. Notwithstanding anything to the contrary in the Plan, any of the Plan
Documents (including the Trust Documents), or the Confirmation Order (including
any provisions that purport to be preemptory or supervening and specifically
including, without limitation, sections 4.3, 4.11, 4.14, 4.15, 8.7, 8.8.3, 8.9,
8.19, 9.6 (only as section 9.6 applies to the Reorganized Debtors), 10.6, 11.5,
11.9.1, and 11.23 of the Plan):

141

(a) The Reorganized Debtors and the Trust shall be bound by the CIP
Agreement and their obligations thereunder.

(b) Fel-Pro Claims and Vellumoid Claims shall be handled under the CIP
Agreement and Section 5.3 of the Asbestos Personal Injury Trust Distribution
Procedures. In the event of any conflict or discrepancy between, on the one
hand, the CIP Agreement and, on the other hand, the Plan, the Confirmation
Order, or any of the Plan Documents (including, without limitation, the Trust
Agreement, the Asbestos Personal Injury Trust Distribution Procedures, or any
provisions that purport to be preemptory or supervening) concerning the handling
and disposition of Fel-Pro Claims and Vellumoid Claims, the CIP Agreement shall
govern.

(c) Nothing in the Plan, any of the Plan Documents (including, without
limitation, the Trust Agreement, the Asbestos Personal Injury Trust Distribution
Procedures, or any provisions that purport to be preemptory or supervening), or
the Confirmation Order shall in any way operate to, or have the effect of,
impairing, limiting, diminishing, or otherwise materially and adversely
affecting the rights and obligations of the Insurers and the Excess Insurers
under the CIP Agreement.

(d) Any future modifications to the Plan or Plan Documents (including
without limitation any modifications to the Trust Agreement or the Asbestos
Personal Injury Trust Distribution Procedures) shall not contain provisions that
materially and adversely affect the Insurers' or Excess Insurers' rights under
the CIP Agreement and Sections 5.3(b) or 8.1 of the Asbestos Personal Injury
Trust Distribution Procedures shall not be amended without the prior express
written consent of the Lead Insurer (as that term is defined in the CIP
Agreement).

(e) Nothing in Section 1.1.178.5 of the Plan shall limit the effect or
scope of Section 2.1(b) of the CIP Agreement.

(f) Nothing in this Section 8.29 shall affect, supersede or amend Section
10.4.2 of the Plan, which shall remain in full force and effect.

ARTICLE IX
INJUNCTIONS, RELEASES AND DISCHARGE

9.1. Discharge

9.1.1. Discharge of Claims and Termination of Interests

(a) As of the Effective Date, except as provided in the Plan or the
Confirmation Order, the distributions and rights afforded under this Plan and
the treatment of Claims and Equity Interests under this Plan shall be in
exchange for, and in complete discharge of, all Claims and satisfaction and
termination of all Equity Interests, including any interest accrued on Claims
from and after the Petition Date. Accordingly, except as otherwise provided in
the Plan or the Confirmation Order, Confirmation of the Plan shall, as of the
Effective Date, (i) discharge the Debtors from all Claims or other debts that
arose before the Effective Date, and all debts of the kind specified in Sections
502(g) or 502(i) of the Bankruptcy Code, whether or not (x) a proof of claim
based on such debt is filed or deemed filed pursuant to Section 501 of the
Bankruptcy Code, (y) a Claim based on such debt is Allowed pursuant to Section
502 of the Bankruptcy Code (or is otherwise resolved), or (z) the holder of a
Claim based on such debt has accepted the Plan; and (ii) satisfy, terminate or
cancel all Equity Interests and other rights of equity security holders in the
Debtors except as otherwise provided in the Plan.

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(b) As of the Effective Date, except as provided in the Plan or the
Confirmation Order, all Persons shall be precluded from asserting against the
Debtors or the Reorganized Debtors, or their respective successors or property,
any other or further Claims, Demands, debts, rights, causes of action,
liabilities or Equity Interests based upon any act, omission, transaction or
other activity of any kind or nature that occurred prior to the Effective Date.
In accordance with the foregoing, except as provided in the Plan or the
Confirmation Order, the Confirmation Order shall constitute a judicial
determination, as of the Effective Date, of the discharge of all such Claims and
other debts and liabilities of the Debtors, pursuant to Sections 524 and 1141 of
the Bankruptcy Code, and such discharge shall void and extinguish any judgment
obtained against the Debtors or the Reorganized Debtors at any time, to the
extent such judgment is related to a discharged Claim.

9.1.2. Discharge Injunction

(a) Except as provided in the Plan or the Confirmation Order, as of the
Effective Date, all Persons that hold, have held, or may hold a Claim, Demand or
other debt or liability that is discharged, or an Equity Interest or other right
of an equity security holder that is terminated pursuant to the terms of the
Plan, are permanently enjoined from taking any of the following actions on
account of, or on the basis of, such discharged Claims, debts or liabilities, or
terminated Equity Interests or rights: (i) commencing or continuing any action
or other proceeding against the Debtors, the Reorganized Debtors, the Trust or
their respective property; (ii) enforcing, attaching, collecting or recovering
any judgment, award, decree or order against the Debtors, the Reorganized
Debtors, the Trust or their respective property; (iii) creating, perfecting or
enforcing any lien or encumbrance against the Debtors, the Reorganized Debtors,
the Trust or their respective property; (iv) asserting any setoff, right of
subrogation or recoupment of any kind against any debt, liability or obligation
due the Debtors, the Reorganized Debtors, the Trust or their respective
property; and (v) commencing or continuing any judicial or administrative
proceeding, in any forum, that does not comply with or is inconsistent with the
provisions of the Plan.

(b) Except as provided in the Plan or the Confirmation Order, as of the
Effective Date all Persons that hold, have held, or may hold a Claim, Demand, or
other debt, right, cause of action or liability that is released pursuant to the
provisions of the Plan are permanently enjoined from taking any of the following
actions on account of or based upon such released Claims, Demands, debts,
rights, causes of action or liabilities: (i) commencing or continuing any action
or other proceeding against the Released Parties or their respective property;
(ii) enforcing, attaching, collecting or recovering any judgment, award, decree
or order against the Released Parties or their respective property; (iii)
creating, perfecting or enforcing any lien or encumbrance against the Released
Parties or their respective property; (iv) asserting any setoff, right of
subrogation or recoupment of any kind against any debt, liability or obligation
due the Released Parties or against their respective property; and (v)
commencing or continuing any judicial or administrative proceeding, in any
forum, that does not comply with or is inconsistent with the provisions of the
Plan.

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9.2. Releases

9.2.1. Releases by Debtors and Estates. Except as otherwise expressly
provided in the Plan or the Confirmation Order, on the Effective Date the
Reorganized Debtors on their own behalf and as representatives of their
respective estates, release unconditionally, and are hereby deemed to release
unconditionally, each and all of (i) the Debtors' and their non- Debtor
Affiliates' officers and directors who were serving in such capacity on or after
the Petition Date, (ii) the attorneys, accountants, investment bankers,
restructuring consultants and financial advisors of each of the Debtors,
including Rothschild Inc. (together with its officers, directors and employees
who served in such capacity during the term of its engagement by the Debtors)
(iii) the holders of Noteholder Claims, the holders of Bank Claims, the
Administrative Agent, and the Sureties, and their respective attorneys,
accountants, investment bankers and advisers of and from any and all claims,
obligations, suits, judgments, damages, rights, causes of action and liabilities
of any nature whatsoever (including, without limitation, those arising under the
Bankruptcy Code), whether known or unknown, foreseen or unforeseen, matured or
unmatured, existing or hereafter arising, in law, equity, or otherwise, based in
whole or in part upon any act, omission, transaction, event or other occurrence
taking place before the Petition Date in connection with the Debtors or any of
them, or their respective property. The releases contained in this Section shall
not apply to or otherwise affect the obligations of any of Debtors' officers or
directors to repay loans or advances of money or other property owed to the
Debtors or their Estates.

9.2.2. Releases by Holders of Claims and Interests. Except as otherwise
expressly provided in the Plan or the Confirmation Order, on the Effective Date
each holder of a Claim or Interest that has voted to accept the Plan, shall be
deemed to have unconditionally released each and all of (i) the non-Debtor
Affiliates, (ii) the Debtors' and their non-Debtor Affiliates' officers and
directors who were serving in such capacity on or after the Petition Date, (iii)
the attorneys, accountants, investment bankers, restructuring consultants and
financial advisors of each of the Debtors (but specifically excluding (a)
Rothschild Inc. and (b) Gilbert Randolph LLP; provided, however, that Gilbert
Randolph LLP shall not be excluded from the scope of the releases in this
Section 9.2.2 to the extent that any and all issues related to the contested
matter involving that certain Motion to Disqualify Gilbert, Heintz & Randolph as
Special Insurance Counsel to the Debtors (Docket No. 10123, filed July 24, 2006)
are resolved in favor of Gilbert Randolph LLP pursuant to a Final Order) and
(iv) the holders of Noteholder Claims, the holders of Bank Claims, the
Administrative Agent, and the Sureties and their respective successors,
attorneys, accountants, investment bankers and advisers of and from any and all
claims, obligations, suits, judgments, damages, rights, causes of action and
liabilities of any nature whatsoever (including, without limitation, those
arising under the Bankruptcy Code), whether known or unknown, foreseen or
unforeseen, matured or unmatured, existing or hereafter arising, in law, equity,
or otherwise, based in whole or in part upon any act, omission, transaction,
event or other occurrence taking place before the Petition Date in connection
with the Debtors or any of them, or their respective property; provided,
however, that each holder of a Claim or Equity Interest that has voted on the
Plan may elect, by checking the appropriate box on its Ballot, not to grant the
releases set forth in this Section 9.2.2.

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9.3. The Supplemental Injunction, The Third Party Injunction and The
Asbestos Insurance Entity Injunction. In order to supplement the injunctive
effect of the Discharge Injunction, and pursuant to Sections 524 and 105(a) of
the Bankruptcy Code, the Confirmation Order shall provide for the following
injunctions to take effect as of the Effective Date.

9.3.1. Supplemental Injunction

(a) Terms. In order to preserve and promote the settlements contemplated by
and provided for in the Plan, and to supplement, where necessary, the injunctive
effect of the discharge as provided in Sections 1141 and 524 of the Bankruptcy
Code and as described in this Article, except as otherwise provided in the Plan,
all Entities which have held or asserted, which hold or assert or which may hold
or assert any claim, demand or cause of action (other than a Demand) against the
Released Parties (or any of them) based upon, attributable to, or arising out of
any Claim against or Equity Interest in any of the Debtors, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or anywhere else in
the world, whether sounding in tort, contract, warranty or any other theory of
law, equity or admiralty, shall be permanently stayed, restrained and enjoined
from taking any action against the Released Parties for the purpose of directly
or indirectly collecting, recovering or receiving payments or recovery with
respect to any such claim, demand or cause of action arising prior to the
Confirmation Date, including, but not limited to:

(i) commencing or continuing in any manner any action or other proceeding
of any kind with respect to any such claim, demand or cause of action against
any of the Released Parties, or against the property of any Released Party;

(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any of the Released Parties
or against the property of any Released Party with respect to any such claim,
demand or cause of action;

(iii) creating, perfecting or enforcing any Lien of any kind against any
Released Party or the property of any Released Party with respect to any such
claim, demand or cause of action;

(iv) except as otherwise provided in the Plan, asserting, implementing or
effectuating any setoff, right of subrogation, indemnity, contribution or
recoupment of any kind against any obligation due any Released Party or against
the property of any Released Party with respect to any such claim, demand or
cause of action; and

(v) taking any act, in any manner, in any place whatsoever, that does not
conform to, or comply with, the provisions of the Plan or the Plan Documents
relating to such claim, demand or cause of action.

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(b) Bankruptcy Rule 3016 Compliance. The Plan Proponents' compliance with
the formal requirements of Bankruptcy Rule 3016(c) shall not constitute an
admission that the Plan provides for an injunction against conduct not otherwise
enjoined under the Bankruptcy Code.

9.3.2. Third Party Injunction

(a) Terms. In order to preserve and promote the settlements contemplated by
and provided for in the Plan and agreements previously or concurrently approved
by the Bankruptcy Court, and pursuant to the exercise of the equitable
jurisdiction and power of the Bankruptcy Court under Section 524(g) of the
Bankruptcy Code, all Entities which have held or asserted, which hold or assert
or which may in the future hold or assert any claim, demand or cause of action
(including, but not limited to, any Asbestos Personal Injury Claim or Demand, or
any claim or demand for or respecting any Trust Expense) against the Protected
Parties (or any of them) based upon, attributable to, or arising out of any
Asbestos Personal Injury Claim or Demand, whenever and wherever arising or
asserted, whether in the U.S., the U.K. or anywhere else in the world, whether
sounding in tort, contract, warranty or any other theory of law, equity or
admiralty (a "Third Party Claim"), shall be permanently stayed, restrained and
enjoined, from taking any action for the purpose of directly or indirectly
collecting, recovering or receiving payments or recovery with respect to any
such Third Party Claim, including, but not limited to:

(i) commencing or continuing in any manner any action or other proceeding
of any kind with respect to any such Third Party Claim against any Protected
Party or against the property of any Protected Party with respect to any such
Third Party Claim;

(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any Protected Party or
against the property of any Protected Party with respect to any such Third Party
Claim;

(iii) creating, perfecting or enforcing any Lien of any kind against any
Protected Party or the property of any Protected Party on the basis of such
Third Party Claim;

(iv) commencing any action or other proceeding of any kind or enforcing,
attaching, collecting or recovering, by any manner or means, any judgment,
award, decree or order, with respect to a Third Party Claim against a Protected
Party that pursuant to the Plan or after the Effective Date makes a loan to any
of the Released Parties, or challenging, upsetting or impairing any Lien granted
in connection with such loan by reason of any such Third Party Claim;

(v) except as otherwise provided in the Plan, asserting, implementing or
effectuating any setoff, right of subrogation or contribution or recoupment of
any kind against any obligation due any Protected Party or against the property
of any Protected Party with respect to any such Third Party Claim; and

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(vi) taking any act relating to such Third Party Claim in any manner, and
in any place whatsoever, that does not conform to, or comply with, the
provisions of the Plan, the Plan Documents or the Trust Documents.

(b) Reservations. Notwithstanding anything to the contrary in Section
9.3.2(a) above, this Third Party Injunction shall not impair:

(i) the rights of holders of Asbestos Personal Injury Claims to assert such
Asbestos Personal Injury Claims or Trust Claims solely against the Trust or the
Trust Assets in accordance with the Asbestos Personal Injury Trust Distribution
Procedures;

(ii) the rights of the Trust or the U.K. Asbestos Trustee on behalf of
holders of Asbestos Personal Injury Claims to assert such Asbestos Personal
Injury Claims solely against Hercules-Protected Entities in accordance with
Article IV of the Plan;

(iii) the rights of Entities to assert any Claim, debt, obligation or
liability for payment of Trust Expenses solely against the Trust or the Trust
Assets;

(iv) the rights of the Trust or the Reorganized Debtors to prosecute any
Asbestos Insurance Action or any similar claim, cause of action or right of
Reorganized T&N against Curzon or of the Trust against the EL Insurers;

(v) the rights of any Entity to assert an Asbestos Personal Injury Claim
against a non-Debtor Affiliate where such Claim is based upon exposure to
asbestos or asbestos-containing products resulting solely from the acts, conduct
or omissions of such non-Debtor Affiliate;

(vi) the rights of Entities to pursue or assert any claim, demand, or cause
of action based upon, attributable to, or arising out of any Pneumo Asbestos
Claims against any insurer under a Pneumo Asbestos Insurance Policy; or

(vii) the rights of any of the Pneumo Parties to enforce the provisions of
the Plan and the Plan Documents.

(c) Bankruptcy Rule 3016 Compliance. The Plan Proponents' compliance with
the formal requirements of Bankruptcy Rule 3016(c) shall not constitute an
admission that the Plan provides for an injunction against conduct not otherwise
enjoined under the Bankruptcy Code.

(d) If a non-Settling Asbestos Insurance Company asserts that it has rights
of contribution, indemnity, reimbursement, subrogation or other similar claims
(collectively, "Contribution Claims") against a Settling Asbestos Insurance
Company, (i) such Contribution Claims may be asserted as a defense or
counterclaim against the Trust or the Reorganized Debtors (as applicable) in any
Asbestos Insurance Action involving such non-Settling Asbestos Insurance
Company, and the Trust or the Reorganized Debtors (as applicable) may assert the
legal or equitable rights, if any, of the Settling Asbestos Insurance Company,
and (ii) to the extent such Contribution Claims are determined to be valid, the
liability (if any) of such non-Settling Asbestos Insurance Company to the Trust
or the Reorganized Debtors (as applicable) shall be reduced by the amount of
such Contribution Claims.

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9.3.3. Asbestos Insurance Entity Injunction

(a) Purpose. In order to protect the Trust and to preserve the Trust
Assets, pursuant to the equitable jurisdiction and power of the Bankruptcy Court
under Section 105(a) of the Bankruptcy Code, the Asbestos Insurance Entity
Injunction is issued pursuant to the Plan.

(b) Terms. Subject to the provisions of 9.3.3.(a) of this Plan, all
Entities (excluding, however, the Trust, the Asbestos Insurance Companies and
the Reorganized Debtors to the extent they are permitted or required to pursue
claims relating to the Hercules Policy, any EL Policy, any Asbestos Insurance
Actions and/or the Asbestos Insurance Action Recoveries) that have held or
asserted, that hold or assert, or that may in the future hold or assert any
claim, demand or cause of action (including any Asbestos Personal Injury Claim
or Demand or any claim or demand for or respecting any Trust Expense) against
any Asbestos Insurance Company based upon, attributable to, arising out of, or
in any way connected with any Asbestos Personal Injury Claim or Demand, whenever
and wherever arising or asserted, whether in the U.S., the U.K. or anywhere else
in the world, whether sounding in tort, contract, warranty, or any other theory
of law, equity, or admiralty, shall be stayed, restrained, and enjoined from
taking any action for the purpose of directly or indirectly collecting,
recovering, or receiving payments, satisfaction, or recovery with respect to any
such claim, demand, or cause of action including, without limitation:

(i) commencing, conducting, or continuing, in any manner, directly or
indirectly, any suit, action, or other proceeding of any kind (including a
judicial, arbitration, administrative, or other proceeding) in any forum with
respect to any such claim, demand, or cause of action against any Asbestos
Insurance Company, or against the property of any Asbestos Insurance Company,
with respect to any such claim, demand, or cause of action;

(ii) enforcing, levying, attaching, collecting, or otherwise recovering, by
any means or in any manner, whether directly or indirectly, any judgment, award,
decree, or other order against any Asbestos Insurance Company, or against the
property of any Asbestos Insurance Company, with respect to any such claim,
demand, or cause of action;

(iii) creating, perfecting, or enforcing in any manner, directly or
indirectly, any encumbrance against any Asbestos Insurance Company, or the
property of any Asbestos Insurance Company, with respect to any such claim,
demand, or cause of action; and

(iv) except as otherwise specifically provided in this Plan, asserting or
accomplishing any setoff, right of subrogation, indemnity, contribution, or
recoupment of any kind, directly or indirectly, against any obligation of any
Asbestos Insurance Company, or against the property of any Asbestos Insurance
Company, with respect to any such claim, demand or cause of action;

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provided, however, that (a) the Asbestos Insurance Entity Injunction shall
not impair in any way any actions brought by the Trust and/or the Reorganized
Debtors against any Asbestos Insurance Company; (b) the Trust shall have the
sole and exclusive authority at any time to file a motion, upon express notice
to each affected Asbestos Insurance Company, asking the District Court to
terminate, or reduce or limit the scope of, the Asbestos Insurance Entity
Injunction with respect to any Asbestos Insurance Company (subject to the
proviso that each affected Asbestos Insurance Company shall retain all rights
and defenses with respect to Claims asserted against it as a result of any such
termination, reduction, or limitation of the Asbestos Insurance Entity
Injunction); and (c) the Asbestos Insurance Entity Injunction is not issued for
the benefit of any Asbestos Insurance Company, and no Asbestos Insurance Company
is a third-party beneficiary of the Asbestos Insurance Entity Injunction.

(c) Reservations. Notwithstanding anything to the contrary above, this
Asbestos Insurance Entity Injunction shall not enjoin:

(i) the rights of Entities to the treatment accorded them under this Plan,
as applicable, including the rights of holders of Asbestos Personal Injury
Claims to assert such Claims, as applicable, in accordance with the Asbestos
Personal Injury Trust Distribution Procedures;

(ii) the rights of Entities to assert any claim, debt, obligation, cause of
action or liability for payment of Trust Expenses against the Trust;

(iii) the rights of the Trust, and the Reorganized Debtors (to the extent
permitted or required under this Plan) to prosecute any action based on or
arising from the Asbestos Insurance Policies;

(iv) the rights of the Trust, and the Reorganized Debtors to assert any
claim, debt, obligation, cause of action or liability for payment against an
Asbestos Insurance Company based on or arising from the Asbestos Insurance
Policies;

(v) the rights of any Asbestos Insurance Company to assert any claim, debt,
obligation, cause of action or liability for payment against any other Asbestos
Insurance Company that is not a Settling Asbestos Insurance Company; and

9.4. Reservation Of Rights. Notwithstanding any other provision of the Plan
to the contrary, the satisfaction, release and discharge and the Injunctions set
forth in this Article IX, shall not be deemed or construed to satisfy,
discharge, release or enjoin claims by the Trust, the Reorganized Debtors, or
(subject to Article IV) any other Entity, as the case may be, against (a) the
Trust for payment of Allowed Asbestos Personal Injury Claims or Trust Claims in
accordance with the Asbestos Personal Injury Trust Distribution Procedures, (b)
the Trust for the payment of Trust Expenses, (c) any Asbestos Insurance Company
that has not performed under an Asbestos Insurance Policy or an Asbestos
Insurance Settlement Agreement, (d) Curzon under the Hercules Policy or any
settlement agreement with Curzon relating to any Asbestos Personal Injury Claim,
(e) the EL Insurers under any EL Asbestos Insurance or any settlement agreement
with the EL Insurers relating to any Asbestos Personal Injury Claim, (f) any of
the Reorganized Debtors on account of the Pneumo Excluded Claims, or (g) the
issuer of a supersedeas bond or other assurance of payment with respect to an
Allowed Bonded Asbestos Personal Injury Claim that has not performed thereunder.
Nothing in this Section 9.4 is intended or shall be construed to limit the
assertion, applicability, or effect of any Asbestos Insurance Coverage Defense.

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9.5. Disallowed Claims And Disallowed Equity Interests. On and after the
Effective Date, the Debtors and the Reorganized Debtors shall be fully and
finally discharged of any and all liability or obligation on a disallowed Claim
or a disallowed Equity Interest, and any Order disallowing a Claim or an Equity
Interest which is not a Final Order as of the Effective Date solely because of
an Entity's right to move for reconsideration of such Order pursuant to Section
502 of the Bankruptcy Code or Bankruptcy Rule 3008 shall nevertheless become and
be deemed to be a Final Order on the Effective Date. The Confirmation Order,
except as otherwise provided herein, shall constitute an Order: (a) in relation
to each U.S. Debtor, disallowing all Claims (other than Asbestos Personal Injury
Claims) and Equity Interests to the extent such Claims and Equity Interests are
not allowable under any provision of Section 502 of the Bankruptcy Code,
including, but not limited to, time-barred Claims and Equity Interests, and
Claims for unmatured interest and (b) in relation to each U.S. Debtor,
disallowing or subordinating to all other Claims, as the case may be, any Claims
for penalties, punitive damages or any other damages not constituting
compensatory damages.

9.6. Exculpation. None of the Debtors, the Reorganized Debtors, the members
of the Unsecured Creditors Committee, the members of the Asbestos Claimants
Committee, the Future Claimants Representative, the members of the Equity
Committee, the Collateral Trustee, the holders of Noteholder Claims, the holders
of Bank Claims, the Administrative Agent, and the Sureties, nor any of their
respective successors, officers, directors, employees, members, agents,
attorneys, accountants, investment bankers, financial advisors or restructuring
professionals, including Rothschild Inc. (together with its officers, directors
and employees who served in such capacity during the term of its engagement by
the Debtors), nor any other professional Person employed by any of them, shall
have or incur any liability to any Person or Entity for any act or omission in
connection with, relating to, or arising out of the Reorganization Cases, the
administration proceedings of the U.K. Debtors, the negotiation of the Plan or
the CVAs, pursuit of Confirmation of the Plan or approval of the CVAs, the
administration, consummation and implementation of the Plan and CVAs or the
property to be distributed under the Plan or the CVAs, the Disclosure Statement,
the Plan Documents, the releases and Injunctions, or the management or operation
of the Debtors (except for any liability that results primarily from such
Person's or Entity's gross negligence, bad faith or willful misconduct);
provided, however, that (i) with respect to officers and directors of the
Debtors, this exculpation provision shall apply only to officers or directors
who were serving in such capacity on or after the Petition Date; (ii) this
exculpation provision shall not apply to (a) Gilbert Randolph LLP (provided,
however, that Gilbert Randolph LLP shall not be excluded from the scope of the
exculpation provided in this Section 9.6 to the extent that any and all issues
related to the contested matter involving that certain Motion to Disqualify
Gilbert, Heintz & Randolph as Special Insurance Counsel to the Debtors (Docket
No. 10123, filed July 24, 2006) are resolved in favor of Gilbert Randolph LLP
pursuant to a Final Order) and (b) Tersigni Consulting, pending the outcome of
the review of Tersigni Consulting's professional fees and expenses in the
Reorganization Cases by the United States Trustee and the Office of the United
States Attorney for the District of Delaware); and (iii) this exculpation
provision shall not apply to Asbestos Insurer Coverage Defenses. In all respects
each and all of such Persons, firms and Entities shall be entitled to rely upon
the advice of counsel with respect to their duties and responsibilities under,
or in connection with, the Reorganization Cases, the Plan, the CVAs, the
administration proceedings of the U.K. Debtors, and the administration of each
of them.

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ARTICLE X
MATTERS INCIDENT TO PLAN CONFIRMATION

10.1. No Liability For Tax Claims. Unless a taxing authority in the United
States has asserted a Claim against the Debtors prior to the bar date
established therefor, no Claim of such authority shall be Allowed against the
Debtors or the Reorganized Debtors for taxes, penalties, interest, additions to
tax or other charges arising out of the failure, if any, of the Debtors, or the
non-Debtor Affiliates, or any other Entity to have paid tax or to have filed any
tax return (including, but not limited to, any income tax return or franchise
tax return) in or for any prior year or arising out of an audit of any return
for a period before the Petition Date.

10.2. No Successor Liability. Except as otherwise expressly provided in the
Plan and the CIP Agreement, the Commutation Agreement, and any other agreements
between the Debtors and The Travelers Indemnity Company and Travelers Casualty
and Surety Company, f/k/a The Aetna Casualty and Surety Company ("Travelers")
resolving issues relating to Asbestos Insurance Policies issued or subscribed by
Travelers (collectively with the CIP Agreement and the Commutation Agreement,
the "Travelers Agreements"), Reorganized Federal-Mogul and the other Reorganized
Debtors do not, pursuant to the Plan or otherwise, assume, agree to perform, pay
or indemnify any Entity, or otherwise have any responsibility for any
liabilities or obligations of the Debtors relating to or arising out of the
operations of or assets of the Debtors, whether arising prior to, on or after
the Effective Date. Except as provided in Article IV of the Plan, neither the
Plan Proponents, Reorganized Federal-Mogul, the other Reorganized Debtors nor
the Trust is, or shall be deemed to be, a successor to any of the Debtors by
reason of any theory of law or equity, and none shall have any successor or
transferee liability of any kind or character; provided, however, that
Reorganized Federal-Mogul, the other Reorganized Debtors and the Trust shall
assume and remain liable for their respective obligations specified in the Plan,
the Travelers Agreements, and the Confirmation Order.

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10.3. Asbestos Insurance Actions and Asbestos In-Place Insurance Coverage.
Any Asbestos In-Place Insurance Coverage, Asbestos Insurance Action, or the
claims and causes of action asserted or to be asserted therein, shall be
preserved for the benefit of the Trust, for prosecution either by Reorganized
Federal-Mogul, the other applicable Reorganized Debtors, or the Trustees (as
mutually agreed by such parties) subsequent to Confirmation of the Plan and in
accordance with the Trust Agreement. As of the date subsequent to the Effective
Date on which the Trustees confirm in writing to the Reorganized Debtors that
the Trust is in a position to assume such responsibility, the Asbestos In-Place
Insurance Coverage and the Asbestos Insurance Actions, along with the rights and
obligations of the Debtors and the Reorganized Debtors with respect to Asbestos
Insurance Policies and claims thereunder, to the extent that such Policies,
Asbestos In-Place Insurance Coverage, and claims relate to Asbestos Personal
Injury Claims but not as to any other claims covered thereby and subject to the
assignability without prejudice of such claims and Policies, shall be assigned
to and vested in the Trust as the representative of the Debtors' Estates, each
being appointed by the Bankruptcy Court in accordance with Section 1123(b)(3) of
the Bankruptcy Code without any further action by the Debtors or Reorganized
Debtors, the Trust or the Bankruptcy Court. Such Asbestos In-Place Insurance
Coverage and Asbestos Insurance Actions shall be so vested free and clear of all
Liens, security interests and other Claims or causes of action, except for
Asbestos Insurer Coverage Defenses as otherwise provided in the Plan. Until such
time as the Asbestos In-Place Insurance Coverage and Asbestos Insurance Actions
have become vested in the Trust, Reorganized Federal-Mogul and the other
Reorganized Debtors, as the case may be, shall be entitled to compromise or
settle any Asbestos Insurance Action or claims relating to any Asbestos In-Place
Insurance Coverage; provided, however, that any such compromise or settlement
shall require the consent of the Future Claimants Representative and the
Asbestos Claimants Committee or the Trust Advisory Committee, as applicable, and
the approval of the Bankruptcy Court. Upon vesting in the Trust, the prosecution
of the Asbestos Insurance Actions shall be governed by the Trust Documents.
Notwithstanding anything to the contrary contained herein, the Trust shall not
compromise or resolve insurance coverage under any Asbestos Insurance Policy
except with respect to Asbestos Personal Injury Claims. From the time that the
Asbestos In-Place Insurance Coverage and Asbestos Insurance Actions are vested
in the Trust, the Trust shall be entitled, in its sole and complete discretion,
to move the District Court to extend the Supplemental Injunction, the Third
Party Injunction, and/or the Asbestos Insurance Entity Injunction to any
Asbestos Insurance Company that becomes a party to an Asbestos Insurance
Settlement Agreement. Any extension of the Supplemental Injunction, the Third
Party Injunction, and/or the Asbestos Insurance Entity Injunction shall be
accomplished by amending and/or supplementing Exhibit 1.1.198 hereto to add the
name of the Settling Asbestos Insurance Company and as required by the terms of
the CIP Agreement, and by obtaining an order of the District Court.

10.4. Insurance Neutrality.

10.4.1. The provisions of this Section 10.4.1 shall apply to all Entities
(including, without limitation, all Asbestos Insurance Companies); provided,
however, that with respect to Certain Underwriters at Lloyd's, London and
Certain London Market Companies (collectively, "London Market Insurers") and any
Asbestos Insurance Policies subscribed by London Market Insurers (or any
Asbestos Insurance Settlement Agreements applicable to such Asbestos Insurance
Policies), the provisions of this Section 10.4.1 shall not be applicable, and
the provisions of Section 10.4.2 shall be applicable.

10.4.1.1. Nothing in the Plan, the Plan Documents, the Confirmation Order,
or any finding of fact and/or conclusion of law with respect to the Confirmation
of the Plan shall limit the right of any Asbestos Insurance Company to assert
any Asbestos Insurer Coverage Defense.

10.4.1.2. The Plan, the Plan Documents, the Confirmation Order, and the
Bankruptcy Insurance Stipulation shall be binding on the Debtors, the
Reorganized Debtors, the Trust and the beneficiaries of the Trust. The
obligations, if any, of the Trust to pay holders of Asbestos Personal Injury
Claims and Demands shall be determined pursuant to the Plan and the Plan
Documents. None of (I) the Bankruptcy Court's or District Court's approval of
the Plan or the Plan Documents, (II) the Confirmation Order or any findings and
conclusions entered with respect to Confirmation, nor (III) any estimation or
valuation of Asbestos Personal Injury Claims, either individually or in the
aggregate (including, without limitation, any agreement as to the valuation of
Asbestos Personal Injury Claims) in the Reorganization Cases shall, with respect
to any Asbestos Insurance Company, constitute a trial or hearing on the merits
or an adjudication or judgment; or accelerate the obligations, if any, of any
Asbestos Insurance Company under its Asbestos Insurance Policies; or be used as
evidence in any forum to prove:

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(i) that any of the Debtors, the Trust, or any Asbestos Insurance Company
is liable for, or otherwise obligated to pay with respect to, any individual
Asbestos Personal Injury Claim or Demand;

(ii) that the procedures established by the Plan, including the Asbestos
Personal Injury Trust Distribution Procedures, for evaluating and paying
Asbestos Personal Injury Claims and Demands are reasonable;

(iii) that the procedures established by the Plan, including the Asbestos
Personal Injury Trust Distribution Procedures, for evaluating and paying
Asbestos Personal Injury Claims and Demands are consistent with any procedures
that were used to evaluate or settle Asbestos Personal Injury Claims against the
Debtors before the Petition Date;

(iv) that the settlement of, or the value assigned to, any individual
Asbestos Personal Injury Claim pursuant to the Asbestos Personal Injury Trust
Distribution Procedures was reasonable and/or otherwise appropriate;

(v) that any of the Asbestos Insurance Companies participated in and/or
consented to the negotiation of the Plan or any of the Plan Documents;

(vi) that any of the Debtors or the Trust has suffered an insured loss with
respect to any Asbestos Personal Injury Claim or Demand; or

(vii) as to (A) the liability of the Debtors or the Trust for Asbestos
Personal Injury Claims or Demands, whether such Claims or Demands are considered
individually or on an aggregate basis; or (B) the value of such Asbestos
Personal Injury Claims or Demands, individually or in the aggregate.

10.4.1.3. Nothing in the Plan or the Plan Documents shall affect or limit,
or be construed as affecting or limiting, the protection afforded to any
Settling Asbestos Insurance Company by the Supplemental Injunction, the Third
Party Injunction, and/or the Asbestos Insurance Entity Injunction.

10.4.1.4. Nothing in this Section 10.4 is intended or shall be construed to
preclude otherwise applicable principles of res judicata or collateral estoppel
from being applied against any Asbestos Insurance Company with respect to any
issue that is actually litigated by such Asbestos Insurance Company as part of
its objections, if any, to Confirmation of the Plan or as part of any contested
matter or adversary proceeding filed by such Asbestos Insurance Company in
conjunction with or related to Confirmation of the Plan. Plan objections that
are withdrawn prior to the conclusion of the Confirmation Hearing shall be
deemed not to have been actually litigated.

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10.4.1.5. Nothing in the Plan, the Plan Documents, the Confirmation Order,
or any finding of fact and/or conclusion of law with respect to the Confirmation
or consummation of the Plan shall limit the right, if any, of (i) any Asbestos
Insurance Company, in any Asbestos Insurance Action, to assert any Asbestos
Insurer Coverage Defense, including by presenting evidence and/or argument with
respect to any of the matters specified in clauses (i) through (vii) of Section
10.4.1.2 of the Plan or (ii) any other party in any such Asbestos Insurance
Action to assert any appropriate position. Except as provided in Section
10.4.1.4 above, none of the matters specified in clauses (i) through (vii) of
Section 10.4.1.2 of the Plan shall have any res judicata or collateral estoppel
effect against any Asbestos Insurance Company.

10.4.2. Insurance Neutrality Provisions Applicable Solely to London Market
Insurers. This Section 10.4.2 shall apply solely with respect to London Market
Insurers and any Asbestos Insurance Policies subscribed by London Market
Insurers (or Asbestos Insurance Settlement Agreements relating to such Asbestos
Insurance Policies).

10.4.2.1. Except as provided in Section 10.4.2.2, notwithstanding anything
to the contrary in the Confirmation Order, the Plan or any of the Plan
Documents, nothing in the Confirmation Order, the Plan or any of the Plan
Documents (including any other provision that purports to be preemptory or
supervening), shall in any way operate to, or have the effect of, impairing
London Market Insurers' legal, equitable or contractual rights, if any, in any
respect. The rights of London Market Insurers shall be determined under the
Asbestos Insurance Policies or Asbestos Insurance Settlement Agreements.

10.4.2.2. Nothing in the Plan or the Plan Documents shall affect or limit,
or be construed as affecting or limiting, the protection afforded to any
Settling Asbestos Insurance Company by the Supplemental Injunction, the Third
Party Injunction, and/or the Asbestos Insurance Entity Injunction.

10.4.2.3. Nothing in this Section 10.4.2 is intended or shall be construed
to preclude otherwise applicable principles of res judicata or collateral
estoppel from being applied against London Market Insurers with respect to any
issue that is actually litigated by London Market Insurers as part of their
objections, if any, to Confirmation of the Plan or as part of any contested
matter or adversary proceeding filed by London Market Insurers in conjunction
with or related to Confirmation of the Plan. Plan objections that are withdrawn
prior to the conclusion of the Confirmation Hearing shall be deemed not to have
been actually litigated. The Plan Proponents and London Market Insurers have
agreed in a stipulation separate from this Plan (the "London Market Insurers
Stipulation") that the only issue London Market Insurers will litigate in
connection with Confirmation of the Plan is whether, under the Bankruptcy Code
as a matter of law, the assignment of any Asbestos Insurance Policies or other
rights and obligations with respect to, arising under, or related to Asbestos
Insurance Policies subscribed by London Market Insurers, is valid and
enforceable against London Market Insurers notwithstanding (i) anti-assignment
provisions in or incorporated in the Asbestos Insurance Policies subscribed by
London Market Insurers and (ii) applicable state law.

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10.5. Supersedeas Bond Actions.

10.5.1. Preserved Actions. All Supersedeas Bond Actions and the rights and
claims asserted or to be asserted therein shall be preserved and shall be
prosecuted or defended, as the case may be, by the Reorganized Debtors
subsequent to Confirmation of the Plan.

10.5.2. Assumption By The Trust. As of the Effective Date, the Trust shall
assume, and shall have exclusive liability for, any unsecured portion of Bonded
Asbestos Personal Injury Claims remaining after crediting proceeds of any
supersedeas bond or other payment assurances to which the holder of such Claim
is determined by Final Order or agreement of the parties to be entitled. To the
extent that the Reorganized Debtors successfully prosecute or defend against a
Supersedeas Bond Action resulting in the discharge or release of the relevant
supersedeas bond or other payment assurance provided in connection therewith,
any such recoveries shall inure to the benefit of the Reorganized Debtors.

10.5.3. Reservation of Rights of Issuers and Insurers of Payment
Assurances. Notwithstanding anything to the contrary contained herein, nothing
in the Plan shall be deemed to impair, prejudice, compromise or otherwise affect
any defense or counterclaim asserted by any issuer or insurer of payment
assurances issued on behalf of the Debtors, or any other defendant in the
Supersedeas Bond Actions, to any claim of the Debtors, including, but not
limited to, any defense based upon an asserted right of setoff or recoupment, or
other defense under applicable non-bankruptcy law. Any right of setoff or
recoupment shall be satisfied out of the assets in the possession of the
sureties and/or insurers relating to such payment assurances and any claims or
liabilities including, but not limited to, claims for premiums for bonds
provided by any such issuers or insurers.

10.5.4. Compromising and Settling. Reorganized Federal-Mogul and the other
Reorganized Debtors shall be entitled to compromise or settle any Supersedeas
Bond Actions; provided, however, that any such compromise or settlement shall
require the consent of the Future Claimants Representative and the Asbestos
Claimants Committee to the extent the compromise or settlement results in there
being any unsecured portion of the Bonded Asbestos Personal Injury Claim after
applying the proceeds of any supersedeas bond or other payment assurances.

10.6. Institution And Maintenance Of Legal And Other Proceedings. As of the
date subsequent to the Effective Date on which the Trustees confirm in writing
to the Reorganized Debtors that the Trust is in a position to assume the
responsibility, the Trust shall be empowered to initiate, prosecute, defend and
resolve all legal actions and other proceedings related to any asset, liability
or responsibility of the Trust, including Asbestos Insurance Actions, Indirect
Asbestos Personal Injury Claims, or other Trust Causes of Action. The Trust
shall be empowered to initiate, prosecute, defend and resolve all such actions
in the name of Federal-Mogul, any other Debtor or any Reorganized Debtor if
deemed necessary or appropriate by the Trust. The Trust shall be responsible for
the payment of all damages, awards, judgments, settlements, expenses, costs,
fees and other charges incurred subsequent to the Effective Date arising from or
associated with any legal action or other proceeding which is the subject of
this Section 10.6 and shall pay or reimburse all deductibles, retrospective
premium adjustments or other charges (not constituting Indirect Asbestos
Personal Injury Claims) which may arise from the receipt of any insurance
proceeds by the Trust.

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10.7. Retention And Enforcement Of Trust Causes Of Action. Pursuant to
Section 1123(b)(3)(B) of the Bankruptcy Code, except as otherwise provided in
the Plan, including the Trust Documents, the Trust shall retain and have the
exclusive right to enforce against any Entity any and all of the Trust Causes of
Action, with the proceeds of the recoveries of any such actions to be deposited
in the Trust; provided, however, that nothing herein shall alter, amend or
modify the Injunctions, Releases, discharges or Supersedeas Bond Action
provisions contained elsewhere in the Plan and Trust Documents.

10.8. Sherrill Litigation. Subject to the terms of any applicable
settlement that may be approved by the Bankruptcy Court, nothing in the Plan
limits, impairs, or creates any right, existing outside of bankruptcy, of Joseph
Scott Sherrill or any class he may represent with respect to the matters set
forth in Proof of Claim No. 7314 (the "Sherrill Claim") to recover against any
insurance coverage applicable to the Sherrill Claim.

ARTICLE XI
MISCELLANEOUS

11.1. Jurisdiction. Until the Reorganization Cases are closed, the
Bankruptcy Court shall retain the fullest and most extensive jurisdiction that
is permissible, including the jurisdiction necessary to ensure that the purposes
and intent of the Plan are carried out. Except as otherwise provided in the Plan
or the Trust Documents, the Bankruptcy Court shall retain jurisdiction to hear
and determine all Claims against and Equity Interests in the Debtors, and to
adjudicate and enforce the Asbestos Insurance Actions, the Supersedeas Bond
Actions, and all other causes of action which may exist on behalf of the
Debtors; provided, however, that nothing herein shall prevent the CVA
Supervisors and/or the U.K. Court from admitting or adjudicating claims under
the CVAs. Nothing contained herein shall prevent the Reorganized Debtors or the
Trust from taking such action as may be necessary in the enforcement of any
Asbestos Insurance Action, Supersedeas Bond Action or other cause of action
which the Debtors have or may have and which may not have been enforced or
prosecuted by the Debtors, which actions or other causes of action shall survive
Confirmation of the Plan and shall not be affected thereby except as
specifically provided herein. Nothing contained herein shall prejudice or affect
the sole and exclusive jurisdiction and power of the U.K. Court in relation to
the conduct of the administration of any U.K. Debtor under the laws of the
relevant part of the United Kingdom and in relation to the CVAs. Nothing
contained herein concerning the retention of jurisdiction by the Bankruptcy
Court shall be deemed to be a finding or conclusion that (i) the Bankruptcy
Court in fact has jurisdiction with respect to any Asbestos Insurance Action,
(ii) that any such jurisdiction is exclusive with respect to any Asbestos
Insurance Action, or (iii) that abstention or dismissal of any Asbestos
Insurance Action pending in the Bankruptcy Court or the District Court as an
adversary proceeding, so that another court can hear and determine such Asbestos
Insurance Action(s), is or is not advisable or warranted. Any court other than
the Bankruptcy Court that has jurisdiction over any Asbestos Insurance Action
shall have the right to exercise such jurisdiction.

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11.2. General Retention. Following Confirmation of the Plan, the
administration of the Reorganization Cases will continue until the
Reorganization Cases are closed by a Final Order of the Bankruptcy Court. The
Bankruptcy Court shall also retain jurisdiction for the purpose of
classification of any Claims and the re-examination of Claims which have been
Allowed for purposes of voting, and the determination of such objections as may
be filed with the Bankruptcy Court with respect to any Claims. The failure by
the Plan Proponents to object to, or examine, any Claim for the purposes of
voting, shall not be deemed a waiver of the rights of the Debtors, the
Reorganized Debtors or the Trust, as the case may be, to object to or re-examine
such Claim in whole or part.

11.3. Specific Purposes. In addition to the foregoing, the Bankruptcy Court
shall retain jurisdiction for each of the following specific purposes after
Confirmation of the Plan:

11.3.1. to modify the Plan after Confirmation, pursuant to the provisions
of the Bankruptcy Code and the Bankruptcy Rules;

11.3.2. to correct any defect, cure any omission, reconcile any
inconsistency or make any other necessary changes or modifications in or to the
Plan, the Trust Documents or the Confirmation Order as may be necessary to carry
out the purposes and intent of the Plan, including the adjustment of the date(s)
of performance under the Plan in the event the Effective Date does not occur as
provided herein so that the intended effect of the Plan may be substantially
realized thereby;

11.3.3. to assure the performance by the Disbursing Agent and the Trust of
their respective obligations to make distributions under the Plan;

11.3.4. to enforce and interpret the terms and conditions of the Plan, the
Plan Documents, and the Trust Documents, and to enter such orders or judgments
as are necessary to accomplish such purposes, including, but not limited to,
injunctions (i) as are necessary to enforce the title, rights and powers of the
Reorganized Debtors and the Trust, and (ii) as are necessary to enable holders
of Claims to pursue their rights against any Entity that may be liable therefor
pursuant to applicable law or otherwise, including, but not limited to, court
orders;

11.3.5. to hear and determine any motions or contested matters involving
taxes, tax refunds, tax attributes, tax benefits and similar or related matters,
including without limitation contested matters involving the deduction of
interest accrued after the Petition Date on Noteholder Claims, with respect to
the Debtors, the Reorganized Debtors or the Trust arising on or prior to the
Effective Date, arising on account of transactions contemplated by the Plan, or
relating to the period of administration of the Reorganization Cases;

11.3.6. to hear and determine all applications for compensation of
professionals and reimbursement of expenses under Sections 330, 331 or 503(b) of
the Bankruptcy Code;

11.3.7. to hear and determine any causes of action arising during the
period from the Petition Date through the Effective Date, or in any way related
to the Plan or the transactions contemplated hereby, against the Debtors, the
Reorganized Debtors, the Plan Proponents, the Trust, the Trustees, the Official
Committees or the Future Claimants Representative and their respective officers,
directors, stockholders, employees, members, attorneys, accountants, financial
advisors, representatives and agents;

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11.3.8. to determine any and all motions pending as of Confirmation for the
rejection, assumption or assignment of executory contracts or unexpired leases
and the allowance of any Claims resulting therefrom;

11.3.9. to determine such other matters and for such other purposes as may
be provided in the Confirmation Order;

11.3.10. to determine the allowance and/or disallowance of any Claims
against or Equity Interests in the Debtors or their Estates, including, without
limitation, any objections to any such Claims and/or Equity Interests, and the
compromise and settlement of any Claim against or Equity Interest in the Debtors
or their Estates;

11.3.11. to determine all questions and disputes regarding title to the
assets of the Debtors or their Estates or the Trust;

11.3.12. to construe, enforce and resolve all questions and disputes
relating to collective bargaining or employment agreements existing or approved
by the Bankruptcy Court at or before Confirmation;

11.3.13. to hear and determine the Asbestos Insurance Actions and the
Supersedeas Bond Actions, to construe and take any action to enforce any
Asbestos Insurance Settlement Agreement or any settlement of any Supersedeas
Bond Action and the releases executed and exchanged in connection therewith, and
to issue such orders as may be necessary for the execution, consummation and
implementation of any Asbestos Insurance Settlement Agreement or settlement of
any Supersedeas Bond Action, and to determine all questions and issues arising
thereunder. Notwithstanding anything herein to the contrary, however, such
retention of jurisdiction by the Bankruptcy Court in this Section 11.3.13 shall
not be deemed to be a retention of exclusive jurisdiction with respect to any
matter described in this Section 11.3.13; rather, any court other than the
Bankruptcy Court that has jurisdiction over any matter described in this Section
11.3.13 shall have the right to exercise such jurisdiction;

11.3.14. to hear and determine any matters related to the Trust's
indemnification obligations under Article IV of the Plan and the Trust
Documents;

11.3.15. to hear and determine any other matters related hereto, including
the implementation and enforcement of all orders entered by the Bankruptcy Court
in the Reorganization Cases;

11.3.16. to enter in aid of implementation of the Plan such orders as are
necessary, including but not limited to the implementation and enforcement of
the releases contained in the Plan, the Injunctions and the other injunctions
described herein; and

11.3.17. to enter and implement such orders as may be necessary or
appropriate if any aspect of the Plan, the Trust or the Confirmation Order is,
for any reason or in any respect, determined by a court to be inconsistent with,
violative of, or insufficient to satisfy any of the terms, conditions, or other
duties associated with any Asbestos Insurance Policies; provided, however, that
(i) such orders shall not impair the Asbestos Insurer Coverage Defenses or the
rights, claims or defenses, if any, of any Asbestos Insurance Company that are
set forth or provided for in the Plan, the Plan Documents, the Confirmation
Order, the Bankruptcy Insurance Stipulation, or any other orders entered in the
Reorganization Cases, (ii) this provision does not, in and of itself, grant the
Bankruptcy Court jurisdiction to hear and decide disputes arising out of or
relating to the Asbestos Insurance Policies, and (iii) all interested parties,
including any Asbestos Insurance Company, reserve the right to oppose or object
to any such motion or order seeking such relief.

158

11.4. District Court Jurisdiction. The District Court shall, without regard
to the amount in controversy, retain exclusive jurisdiction after Confirmation
to hear and determine (i) any motion pursuant to Section 8.19 of the Plan to
extend the Third Party Injunction to an Asbestos Insurance Company and (ii) any
motion pursuant to Section 9.3.3 to terminate, or reduce or limit the scope of
the Asbestos Insurance Entity Injunction with respect to an Asbestos Insurance
Company, and shall be deemed to have withdrawn the reference from the Bankruptcy
Court for such purpose.

11.5. Reservation of Rights. Except as otherwise agreed in the Bankruptcy
Insurance Stipulation or the modifications of the Plan set forth in Exhibit A
thereto, nothing contained in the Plan will (i) constitute a waiver of any
claim, right or cause of action that a Debtor, a Reorganized Debtor, or the
Trust, as the case may be, may hold against the insurer under any policy of
insurance or insurance agreement, except to the extent the insurer is a Settling
Insurance Company; or (ii) limit the assertion, applicability, or effect of any
Asbestos Insurer Coverage Defense.

11.6. Interpretation of Certain Terms. When used in the Plan, the term
"Claim" shall be broadly construed to include all manner and types of claim,
whenever and wherever such claim may arise, anywhere in the world, and shall
include, but not be limited to, Asbestos Personal Injury Claims. Likewise, when
used in the Plan, the terms "Asbestos Personal Injury Claim" and "Asbestos
Property Damage Claim" shall be broadly construed and shall include, but not be
limited to, claims that may or may not presently constitute "claims" within the
meaning of Section 101(5) of the Bankruptcy Code, and "demands" within the
meaning of Section 524(g)(5) of the Bankruptcy Code.

11.7. The Official Committees and The Future Claimants Representative.
Except as set forth below, the Official Committees and the Future Claimants
Representative shall continue in existence until the Effective Date. The Debtors
shall pay the reasonable fees and expenses incurred by the Official Committees
and the Future Claimants Representative through the Effective Date, in
accordance with the fee and expense procedures promulgated during the
Reorganization Cases (but only to the extent such fees and expenses are not
Trust Expenses, in which case those portions of such fees and expenses shall be
paid as Trust Expenses in accordance with the Trust Agreement, with the
remainder to be paid by the Debtors). After the Effective Date, the rights,
duties and responsibilities of the Future Claimants Representative shall be as
set forth in the Trust Agreement. On the Effective Date, the Official Committees
shall be dissolved (except that (a) the Unsecured Creditors Committee, the
Asbestos Claimants Committee and the Future Claimants Representative shall
continue in existence and have standing and capacity to (i) prosecute their
pre-Effective Date intervention in or commencement of any other adversary
proceedings, (ii) object to any proposed modification of the Plan, (iii) object
to or defend the Administrative Expense Claims of professionals employed by or
on behalf of the Estates, (iv) participate in any appeals of the Confirmation
Order or the Plan A Approval Order (if applicable), (v) participate as a party
in interest in any proceeding involving Section 524(g) of the Bankruptcy Code,
(vi) prepare and prosecute applications for the payment of fees and
reimbursement of expenses, (vii) participate as a party in interest in any
proceeding relating to the Trust, and (viii) commence or continue any adversary
proceeding, claim objection or other proceeding as expressly provided for in the
Plan; and (b) the Equity Committee shall continue in existence and have standing
and capacity with respect to items (ii), (iii), (iv) and (vi) above) and the
members thereof released and discharged of and from all further authority,
duties, responsibilities, liabilities and obligations related to, or arising
from, the Reorganization Cases. The Reorganized Debtors shall pay the reasonable
fees and expenses incurred by the Unsecured Creditors Committee, the Asbestos
Claimants Committee and the Future Claimants Representative relating to any
post-Effective Date activities authorized hereunder. Nothing in this Section
11.7 shall purport to limit or otherwise affect the rights of the United States
Trustee under Section 502 of the Bankruptcy Code or otherwise to object to
Claims or requests for Allowance of Administrative Expenses.

159

11.8. Revocation Of Plan. The Plan Proponents reserve the right to revoke
and withdraw the Plan as to any Debtor prior to entry of the Confirmation Order.
If the Plan Proponents revoke or withdraw the Plan, or if Confirmation of the
Plan as to such Debtor or Debtors does not occur, then, with respect to such
Debtor or Debtors, the Plan shall be deemed null and void and nothing contained
herein shall be deemed to constitute a waiver or release of any Claims by or
against such Debtor or Debtors, or any other Entity (including the Plan
Proponents), or to prejudice in any manner the rights of such Debtor or Debtors,
or such Entity (including the Plan Proponents) in any further proceedings
involving such Debtor or Debtors.

11.9. Modification Of Plan.

11.9.1. The Plan Proponents may propose amendments to or modifications of
the Plan under Section 1127 of the Bankruptcy Code at any time prior to the
Confirmation Date. After Confirmation, the Plan Proponents (or, as the case may
be, the Reorganized Debtors after the Effective Date) may remedy any defects or
omissions or reconcile any inconsistencies in the Plan, or the Confirmation
Order or any other order entered for the purpose of implementing the Plan in
such manner as may be necessary to carry out the purposes and intent of the
Plan, so long as the interests of the holders of Allowed Claims are not
materially and adversely affected thereby. Anything in the Plan or in any Plan
Document to the contrary notwithstanding, following Confirmation but prior to
the Effective Date, no Plan Document shall be modified, supplemented, changed or
amended in any material respect except with the consent of all Plan Proponents
or, in the absence of such consent, with the approval of the Bankruptcy Court on
notice to all Plan Proponents and such other Entities as the Bankruptcy Court
may require and a hearing. In the event of a conflict between the terms or
provisions of the Plan and the Trust Documents, the terms of the Plan shall
control the Trust Documents.

11.9.2. Notwithstanding the provisions of Sections 6.7.3 and/or 11.9.1 of
the Plan, no modification, supplement, change or amendment to the Plan that
would adversely affect any of the rights of the Pneumo Parties under the Plan B
Settlement Agreement shall be made without the consent of the Plan Proponents
and Cooper LLC and Cooper Industries, Ltd. and, to the extent directly related
to Pneumo Abex or PCT's rights or obligations under the Plan B Settlement and
directly related to Pneumo Abex or PCT, Pneumo Abex and PCT (such approval of
Pneumo Abex and PCT not to be unreasonably withheld).

160

11.10. Certain Provisions Regarding Thornwood. Thornwood or its affiliated
designee shall have the same rights and powers that the Plan Proponents are
provided under the Plan or Plan Documents, including, but not limited to, with
respect to any modifications or amendments to the Plan or the Plan Documents,
any waiver of conditions to Confirmation or consummation of the Plan, the
classification and/or treatment of any creditor or equity class in the U.S.
and/or U.K. proceedings and any rights regarding the U.K. Debtors (including,
but not limited to, as to the CVAs), the cramdown of the Plan, the Plan's tax
consequences, the corporate governance of Reorganized Federal-Mogul, the Exit
Facilities and any and all other rights reserved for, or afforded to, the Plan
Proponents under the Plan and Plan Documents (including as set forth in Section
6.7.3 of the Plan).

11.11. Modification Of Payment Terms. The Reorganized Debtors reserve the
right to modify the treatment of any Allowed Claim, as provided in Section
1123(a)(4) of the Bankruptcy Code, at any time after the Effective Date upon the
consent of the holder of such Allowed Claim.

11.12. Entire Agreement. The Plan Documents set forth the entire agreement
and undertakings relating to the subject matter thereof and supersede all prior
discussions, negotiations, understandings and documents. No Entity shall be
bound by any terms, conditions, definitions, warranties, understandings, or
representations with respect to the subject matter hereof, other than as
expressly provided for in the Plan or the other Plan Documents or as may
hereafter be agreed to by the affected parties in writing.

11.13. Headings. Headings are utilized in the Plan for convenience and
reference only and shall not constitute a part of the Plan for any other
purpose.

11.14. Administrative Claims Bar Date. Unless otherwise ordered by the
Bankruptcy Court, except for Administrative Claims for amounts incurred by the
U.S. Debtors in the ordinary course of business during these Reorganization
Cases, the Confirmation Order shall operate to set a bar date for Administrative
Claims against the U.S. Debtors (the "Administrative Claims Bar Date"), which
bar date shall be the first Business Day that is at least 120 days after the
Effective Date. Claimants holding Administrative Claims against the Debtors not
paid prior to the Administrative Claims Bar Date may submit a Request for
Payment of Administrative Expense on or before such bar date. The notice of
Confirmation to be served and delivered pursuant to Bankruptcy Rules 2002 and
3020(c) will set forth such date and constitute notice of the Administrative
Claims Bar Date. The Reorganized Debtors and any other party in interest will
have ninety days after the Administrative Claims Bar Date to review and object
to such Claims before a hearing for determination of such Administrative Claims
is held by the Bankruptcy Court, provided that such ninety-day period of review
may be extended by the Bankruptcy Court upon the request of any of the Plan
Proponents.

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11.15. Governing Law. Except to the extent that federal law (including, but
not limited to, the Bankruptcy Code and the Bankruptcy Rules) is applicable or
where the Plan provides otherwise, the rights and obligations arising under the
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without giving effect to the principles of
conflicts of law thereof.

11.16. No Interest. Except with respect to unimpaired Allowed Claims, or as
expressly stated in the Plan or otherwise Allowed by Final Order of the
Bankruptcy Court, no interest, penalty or late charge arising after the Petition
Date shall be Allowed on any Claim or Equity Interest.

11.17. Limitation On Allowance. No attorneys' fees, punitive damages,
penalties, exemplary damages, or interest shall be paid with respect to any
Claim or Equity Interest except as specified herein or as Allowed by a Final
Order of the Bankruptcy Court.

11.18. Estimated Claims. To the extent any Claim is estimated for any
purpose other than for voting, then in no event shall such Claim be Allowed in
an amount greater than the estimated amount.

11.19. Consent To Jurisdiction. Upon default under the Plan, the
Reorganized Debtors, the Trust and the Trustees, the Future Claimants
Representative, and the Trust Advisory Committee, respectively, consent to the
jurisdiction of the Bankruptcy Court, or any successor thereto, and agree that
it shall be the preferred forum for all proceedings relating to any such
default, except for matters pertaining solely to the CVAs, in which respect all
such parties consent to the jurisdiction of the U.K. Court.

11.20. Successors And Assigns. The rights, duties and obligations of any
Entity named or referred to in the Plan shall be binding upon, and shall inure
to the benefit of, the successors and assigns of such Entity.

11.21. Non-Debtor Waiver of Rights. Non-Debtor parties shall have the right
to voluntarily waive any rights, benefits or protections that are afforded to
them under the provisions of the Plan or any order issued in furtherance of the
Plan, and such waiver shall supersede such rights, benefits or protections. Any
such waiver shall only be effective if such party expressly and specifically
waives in writing one or more of such rights, benefits or protections. Any such
Entity which waives its rights under the Plan shall nonetheless remain subject
to and bound by all other provisions of the Plan, including, but not limited to
the discharge, the releases, the Injunctions and all other injunctions
thereunder.

11.22. Consistent United States Federal Tax Reporting. The Trust, the
Reorganized Hercules-Protected Entities, and the other Reorganized Debtors agree
to report the transactions described in Article IV of the Plan on their
respective United States Federal and State tax returns, to the extent required
to be filed, in a manner consistent with how Reorganized Federal-Mogul reports
such transactions for U.S. tax purposes, which shall be provided by
Federal-Mogul to the Trust, the Hercules-Protected Entities, and the other
Debtors prior to the Effective Date. In addition, Reorganized Federal-Mogul
shall agree to cause each of its Affiliates that are not U.S. Debtors to report
the transactions described in Article IV of the Plan on their respective U.S.
Federal and State tax returns, to the extent required to be filed, pursuant to
this Section 11.22.

162

11.23. Duty to Cooperate. Nothing in the Plan, the Plan Documents or the
Confirmation Order shall relieve (by way of injunction or otherwise) any entity
(including the Trust, any Reorganized Debtor, and any non-Debtor Affiliate) that
is or claims to be entitled to indemnity under an Asbestos Insurance Policy from
any duty to cooperate that may be required by any such insurance policy or under
applicable law with respect to the defense and/or settlement of any Claim for
which coverage is sought under such Asbestos Insurance Policy. To the extent
that any entity incurs costs in satisfying such duty to cooperate with respect
to Asbestos Personal Injury Claims, the Trust shall reimburse such entity for
all such reasonable out-of-pocket expenses.

11.24. Notices. All notices, requests and demands required or permitted to
be provided to the Debtors, Reorganized Debtors or the Plan Proponents under the
Plan, in order to be effective, shall be in writing, and unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
actually delivered or, in the case of notice by facsimile transmission, when
received and telephonically confirmed, to the addresses set forth below:

THE DEBTORS:

FEDERAL-MOGUL CORPORATION
Attention: General Counsel
26555 Northwestern Highway
Southfield, MI 48034
Telephone: (248) 354-7055
Facsimile: (248) 354-8103

COUNSEL FOR THE DEBTORS:

SIDLEY AUSTIN LLP SIDLEY AUSTIN LLP PACHULSKI STANG
James F. Conlan, Esq. Richard T. Peters, Esq. ZIEHL & JONES LLP
Larry J. Nyhan, Esq. Kevin T. Lantry, Esq. Laura Davis Jones, Esq.
Kenneth P. Kansa, Esq. 555 West Fifth Street, Suite 4000 James E. O'Neill, Esq.
One South Dearborn Street Los Angeles, CA 90013 919 North Market Street
Chicago, IL 60603 Telephone: (213) 896-6000 17th Floor
Telephone: (312) 853-7000 Facsimile: (213) 896-6600 Wilmington, DE 19801
Facsimile: (312) 853-7036 Telephone: (302) 652-4100
Facsimile: (302) 652-4400

COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS:

SONNENSCHEIN NATH & SONNENSCHEIN NATH & THE BAYARD FIRM
ROSENTHAL LLP ROSENTHAL LLP Charlene D. Davis, Esq.
Peter D. Wolfson, Esq. Robert B. Millner, Esq. Eric Sutty, Esq.
John A. Bicks, Esq. Thomas A. Labuda, Jr., Esq. 222 Delaware Avenue, Suite 900
Jo Christine Reed, Esq. 8000 Sears Tower Wilmington, DE 19801
1221 Avenue of the Americas Chicago, IL 60606 Telephone: (302) 655-5000
New York, NY 10020-1089 Telephone: (312) 876-8000 Facsimile: (302) 658-6395
Telephone: (212) 768-6700 Facsimile: (312) 876-7934
Facsimile: (212) 768-6800

163

COUNSEL FOR THE ASBESTOS CLAIMANTS COMMITTEE:

CAPLIN & DRYSDALE, CAPLIN & DRYSDALE, CAMPBELL & LEVINE, LLC
CHARTERED CHARTERED Marla Eskin, Esq.
Elihu Inselbuch, Esq. Peter Van N. Lockwood, Esq. Chase Manhattan Centre, 15th Fl.
375 Park Avenue, 35th Floor One Thomas Circle, N.W. 1201 N. Market Street
New York, NY 10152 Washington, D.C. 20005 Wilmington, DE 19801
Telephone: (212) 319-7125 Telephone: (202) 862-5000 Telephone: (302) 426-1900
Facsimile: (212) 644-6755 Facsimile: (202) 429-3301 Facsimile: (302) 426-9947

COUNSEL TO JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

SIMPSON THACHER & RICHARDS, LAYTON &
BARTLETT LLP FINGER, P.A.
Steven M. Fuhrman, Esq. Mark D. Collins, Esq.
425 Lexington Avenue One Rodney Square
New York, NY 10017 P.O. Box 551
Telephone: (212) 455-2000 Wilmington, DE 19899
Facsimile: (212) 455-2502 Telephone: (302) 651-7700
Facsimile: (302) 658-6548

COUNSEL FOR THE FUTURE CLAIMANTS REPRESENTATIVE:

YOUNG CONAWAY STARGATT & TAYLOR, LLP
James L. Patton, Jr., Esq.
Edwin J. Harron, Esq.
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391 Wilmington, DE 19899-0391
Telephone: (302) 571-6600
Facsimile: (302) 571-1253

COUNSEL FOR THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS:

BELL, BOYD & LLOYD LLP BIFFERATO GENTILOTTI LLC
Robert V. Shannon, Esq. Ian Connor Bifferato, Esq.
Adam R. Schaeffer, Esq. 800 N. King Street
70 West Madison Street Wilmington, DE 19801
Three First National Plaza Telephone: (302) 429-1900
Suite 3300 Facsimile: (302) 429-8600
Chicago, IL 60602
Telephone: (312) 807-4315
Facsimile: (312) 827-8010

164

Dated: November 5, 2007

FEDERAL-MOGUL CORPORATION (for itself and on behalf of
the Affiliated Debtors, as Debtors and Debtors in Possession)

By: /s/ Robert L. Katz
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OFFICIAL COMMITTEE OF UNSECURED CREDITORS

By: /s/ Thomas A. Labuda
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OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS

By: /s/ Peter Van N. Lockwood
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JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

By: /s/ Steven M. Fuhrman
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ERIC D. GREEN, as THE FUTURE CLAIMANTS REPRESENTATIVE

By: /s/ Edwin J. Harron
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OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

By: /s/ David F. Heroy
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COUNSEL FOR THE PLAN PROPONENTS

COUNSEL FOR THE DEBTORS:

COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS:

COUNSEL FOR THE ASBESTOS CLAIMANTS COMMITTEE:

COUNSEL TO JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

COUNSEL FOR THE FUTURE CLAIMANTS REPRESENTATIVE:

YOUNG CONAWAY STARGATT & TAYLOR, LLP
James L. Patton, Jr., Esq.
Edwin J. Harron, Esq.
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391 Wilmington, DE 19899-0391 Telephone: (302) 571-6600 Facsimile:
(302) 571-1253

COUNSEL FOR THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS:

BELL, BOYD & LLOYD LLP BIFFERATO GENTILOTTI LLC
Robert V. Shannon, Esq. Ian Connor Bifferato, Esq.
Adam R. Schaeffer, Esq. Buckner Building
70 West Madison Street 1308 Delaware Avenue
Three First National Plaza Wilmington, DE 19806
Suite 3300 Telephone: (302) 429-1900
Chicago, IL 60602 Facsimile: (302) 429-8600
Telephone: (312) 807-4315
Facsimile: (312) 827-8010

EXHIBITS TO THE PLAN
--------------------

1.1.4 Addendum to Joint Plan of Reorganization (Pneumo Abex "Plan A" Settlement)
1.1.9 Schedule of Affiliates
1.1.11 Schedule of Affiliated Subsidiaries
1.1.14 Ancillary CVAs
1.1.50 Asset Values for U.K. Debtors
1.1.70 Dan=Loc Deed of Special Indemnity and Dan=Loc Deed of Guarantee
1.1.95 Schedule of Known On-Site Environmental Claims
1.1.173 Principal CVAs
1.1.191 Principal Terms and Conditions of the Reorganized Federal-Mogul Junior Secured PIK Notes
1.1.192 Principal Terms and Conditions of the Reorganized Federal-Mogul Secured Term Loan Agreement
1.1.198 Settling Asbestos Insurance Companies
1.1.217 Form of Asbestos Personal Injury Trust Agreement and Asbestos Personal Injury Trust Distribution
Procedures
1.1.240 Warrant Agreement
3.1.12 Schedule of Affiliate Claims Treatment
3.20 Classification and Treatment of Claims Against and Equity Interests in all Remaining U.S.
Debtors and U.K. Debtors
4.5.11 Power of Attorney
5.1.2 Schedule of Rejected Contracts
8.3.6(a) Stock Option Agreement relating to Thornwood Call Option
8.3.6(b) September 25, 2005 Letter Agreement Relating to Call Option
8.3.6(c) Form of Loan Agreement for $100,000,000 Term Loan
8.3.9 Form of Registration Rights Agreement
8.3.11 Form of Lockup Agreement
8.3.12(1) Proposed Certificate of Incorporation of Reorganized Federal-Mogul Corporation
8.3.12(2) Proposed Bylaws of Reorganized Federal-Mogul Corporation
8.3.13 Initial Board of Directors of Reorganized Federal-Mogul Corporation
8.3.15 Form of Stock Option Agreement
8.4 Initial Boards of Directors for the Affiliated Debtors of Reorganized Federal- Mogul Corporation
8.15.2.2 Stock Election Form
8.15.2.2A List of Record Holders of Certain Unsecured Claims
8.22 Plan B Settlement Agreement
8.24 Plan Support Agreement
8.26 Settlement Agreement with Certain Holders of Asbestos Property Damage Claims