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1.28.“Level IV Claim” shall have the meaning given it in Section 6.4(a)(iv) herein.1.29. “Manville” shall mean Johns-Manville Corporation, Manville Corporation,Manville International Corporation, Manville Export Corporation, Johns-Manville InternationalCorporation, Manville Sales Corporation (f/k/a Johns-Manville Sales Corporation, successor bymerger to Manville Building Materials Corporation, Manville Products Corporation andManville Service Corporation), Manville International Canada, Inc., Manville Canada, Inc.,Manville Investment Corporation, Manville Properties Corporation, Allan-Deane Corporation,Ken-Caryl Ranch Corporation, Johns-Manville Idaho, Inc., Manville Canada Service Inc., andSunbelt Contractors, Inc.1.30. “Manville Trust” shall mean the Manville Personal Injury Settlement Trustcreated pursuant to the Second Amended and Restated Plan of Reorganization confirmed by theConfirmation Order.1.31. “Person” shall mean any individual or group of individuals, their heirs, executors,representatives, administrators, estates, agents, successors and assigns.1.32.“Processing Fee” shall be one hundred fifty-five dollars ( 155.00) per QualifyingClaim.1.33. “Professionals” shall mean employees, consultants, agents, advisors, medicalexperts, attorneys, accountants, financial advisors and any other professional Person or Entity.1.34.“Qualifying Claim” shall have the meaning given it in Section 6.7 herein.1.35. “Release” shall mean that certain General Release in the form attached hereto asExhibit C, as the same was attached to the Common Law Settlement Agreement as Exhibit B.1.36.“Released Parties” shall have the meaning given it in Section 1.41 herein.1.37.“Second Notice” shall have the meaning given it in Section 6.8 herein.1.38. “Statutory Direct Action Claims” shall mean (A) the following putative classaction lawsuits filed against Travelers: (1) each of the lawsuits consolidated under In reAsbestos ― Unfair Trade Practices Insurance Cases, No. 02-C-7000, Circuit Court of KanawhaCounty, West Virginia, and (2) Agnes Cashman et al. v. Travelers Indemnity Company et al.,Civ. A. No. 02-2056, Superior Court of Suffolk County, Commonwealth of Massachusetts; (B)all other Claims by Persons who presently hold Claims, whether asserted or unasserted, under thestatutes, laws or regulations of Florida, Hawaii, Kentucky, Louisiana, Massachusetts, Montana,New Mexico, North Carolina, North Dakota, South Carolina, and West Virginia againstTravelers arising from or relating to any acts or omissions of Travelers in (1) the handling,defense, trial, appeal or settlement or participation in the handling, defense, trial, appeal orsettlement of any Claim, (b) disclosing, failing to disclose, suppressing, misleading, conspiringwith any Entity to disclose or fail to disclose, suppress or mislead or acting in concert with anyEntity to disclose or fail to disclose or suppress or mislead with respect to any facts, information,knowledge or beliefs about asbestos or its hazardous properties in connection with the handling,defense, settlement or trial or participation in the handling, defense, settlement or trial of any4

Claim, or (c) that allege unfair competition, unfair or deceptive claims handling or tradepractices, lack of good faith and fair dealing, statutory-based Claims for “bad faith,” actual orconstructive fraud, or actual or constructive breach of fiduciary duty involving, in any way,asbestos.1.39. “Statutory Direct Action Settlement Fund” shall mean the fund created pursuantto the Statutory Settlement Agreement.1.40. “Statutory Settlement Agreement” shall mean that certain Amended SettlementAgreement dated as of March 5, 2004, as amended as of March 26, 2004, made and entered intoby and between (a) the Settlement Counsel (as defined therein) on behalf of all Persons who haveasserted Statutory Direct Actions Claims and (b) The Travelers Indemnity Company andTravelers Casualty and Surety Company (formerly known as The Aetna Casualty and SuretyCompany).1.41. “Travelers” shall mean The Travelers Indemnity Company, Travelers Casualtyand Surety Company, Travelers Property Casualty Corp., Citigroup Inc., The Travelers InsuranceCompany, Travelers Life and Annuity Company, and each of their respective direct or indirectparents, subsidiaries and sister companies (i.e. Entities that are directly or indirectly owned orcontrolled by a common parent or holding company), as well as each of their respectivepredecessors, successors, assigns, officers and directors (for purposes of this Section 1.41, all ofthe Entities described above are collectively referred to as the “Released Parties”). “Travelers”shall also include future parents, subsidiaries and sister companies of the Released Parties (orsuccessors of any of the foregoing); provided, however, that “Travelers” shall not include The St.Paul Companies (as constituted prior to April 1, 2004) or any company first acquiring, acquiredby or merging with any of the Released Parties on or after the Common Law SettlementAgreement Date from any liability for such Entity’s own conduct and not for conduct relating toor arising from acts, omissions, conduct or issuance of insurance by the Released Parties.“Travelers” shall also include past parents, subsidiaries or sister companies of any of theReleased Parties (or successors of any of the foregoing); provided, further, that “Travelers” shallnot include any such past parent, subsidiary or sister company that no longer is a parent,subsidiary or sister company of any of the Released Parties as of the Common Law SettlementAgreement Date for their own conduct after its ownership of or by or affiliation with any of theReleased Parties ended and not relating to or arising from acts, omissions, conduct or issuance ofinsurance by any of the Released Parties. By way of example, “Travelers” shall not includeAetna Inc., or any of its predecessors in interest, for their own conduct post-dating April 1996relating to or arising from acts, omissions, conduct or issuance of insurance and not relating to orarising from acts, omissions, conduct or issuance of insurance by any of the Released Parties.2.PURPOSESThe purposes of these FDP are to (a) set forth procedures for the fair and timelydetermination of Claims against the Common Law Direct Action Settlement Fund, thedetermination of the allocable amounts of such Claims and the payment of such Claims, suchthat the holders of Qualifying Claims against the Common Law Direct Action Settlement Fundare treated fairly, equitably and reasonably in light of the merits of each Claim and the funds5

available to satisfy such Qualifying Claims, and (b) describe the duties and powers of theAdministrator.3.POWERS AND FUND ADMINISTRATION3.1.Powers.(a)The Administrator is and shall act as a fiduciary to the Common LawDirect Action Settlement Fund, and shall, at all times, administer the Common Law DirectAction Settlement Fund in accordance with the Common Law Settlement Agreement and thepurposes set forth in Section 2 above. Subject to the limitations set forth in these FDP, theAdministrator shall have the power to take any and all actions that, in the judgment of theAdministrator, are necessary or proper to fulfill the purposes of the Common Law SettlementAgreement, including each power expressly granted in this Section 3.1 and any powerreasonably incidental thereto.(b)Without limiting the generality of Section 3.1(a) above, the Administratorshall have the power to take the following actions without first obtaining the approval of theBankruptcy Court or of any other court of competent jurisdiction:(i)receive and hold the Common Law Direct Action Settlement Fundand the Administrator Expense Fund;(ii)invest the monies held from time to time by the Common LawDirect Action Settlement Fund and the Administrator Expense Fund;(iii) pay liabilities and expenses of the Common Law Direct ActionSettlement Fund from the Administrator Expense Fund;(iv)assign a dollar amount to each level of the Qualifying Claims;(v)establish such funds, reserves and accounts within the CommonLaw Direct Action Settlement Fund, as deemed by the Administrator to be useful in carrying outthe purposes of the Common Law Settlement Agreement and these FDP;(vi)commence lawsuits and participate on behalf of the Common LawDirect Action Settlement Fund in any judicial, administrative, arbitrative or other proceedingrelating to these FDP;(vii) establish, supervise and administer the Common Law DirectAction Settlement Fund in accordance with the Common Law Settlement Agreement, these FDPand the terms thereof and hereof;(viii) execute and deliver such instruments as the Administratorconsiders necessary in administering the Common Law Direct Action Settlement Fund, includingdelivery to Travelers of executed Releases; and6

(ix)enter into such other arrangements with third parties as are deemedby the Administrator to be useful in carrying out the purposes of the Common Law Direct ActionSettlement Fund, provided such arrangements do not conflict with any other provisions of theCommon Law Settlement Agreement or these FDP.(c)Notwithstanding anything in these FDP to the contrary, the Administratormust obtain the approval of the Bankruptcy Court in accordance with the procedure set forth in3.1(d) below, of the following:(i)to change the Claim Form;(ii)to change the definition of a Qualifying Claim;(iii)to change the Administrator’s compensation;(iv)to retain any Professional;(v)to adjust the amount of the Processing Fee;(vi)to adjust the amount of the Arbitration Deposit;(vii)to appoint a successor Administrator; and(viii) to terminate the Common Law Direct Action Settlement Fund.(d)With regard to each of the Administrator’s actions requiring the approvalof the Bankruptcy Court as set forth in Section 3.1(c) above, the following procedures shallapply:(i)The Administrator shall file a motion or notice, as applicable, withthe Bankruptcy Court with respect to the action set forth in Section 3.1(c) that the Administratorseeks to take.(ii)The Administrator shall serve a copy of such motion or notice viaelectronic mail upon the Person identified to receive notices on each Claimant’s Claim Form andupon all Persons who have requested copies of pleadings and notices in any way related to theseFDP. The Administrator shall mail a copy of the motion or notice to a Claimant only to theextent that a Claimant indicates on the Claimant’s Claim Form that the Claimant does not haveaccess to electronic mail.(iii) The Administrator shall provide a notice period in accordance withthe Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District ofNew York, which shall in any event be at least ten (10) days for each motion or notice, and shallclearly set forth in the caption of each motion or notice the hearing date and the objectiondeadline.(iv)Any objection to a motion or notice filed and served in accordancewith this Section 3.1(d) must be served upon the Persons and Entities set forth on the service list7

that will be available on the Administrator’s website and on the website maintained by one of theProfessionals retained by the Administrator.(v)To the extent that no written objection is filed with the BankruptcyCourt on or prior to the objection deadline, the Administrator may so notify the BankruptcyCourt, no hearing will be required, and the Bankruptcy Court’s approval of the action will bedeemed granted with or without entry of a formal order, unless the Bankruptcy Court ordersotherwise.(e)The Administrator shall not have the power to guarantee any debt of otherpersons.(f)The Administrator shall not have the power to alter the form of theRelease, or to pay any Claim in the absence of a signed Release.3.2.General Administration.(a)The Administrator shall (i) timely file such income tax and other returnsand statements of the Common Law Direct Action Settlement Fund and the AdministratorExpense Fund, and shall timely pay all taxes of the Common Law Direct Action Settlement Fundand the Administrator Expense Fund required to be paid, and (ii) comply with all withholdingobligations, as required under the applicable provisions of the Internal Revenue Code and of anystate law and the regulations promulgated thereunder.(b)The Administrator shall timely account to the Bankruptcy Court asfollows: the Administrator shall cause to be prepared and filed with the Bankruptcy Court areport containing a summary regarding the number and type of Claims disposed of (i) during theperiod beginning on the date that the FDP Order becomes a Final Order and ending on December31 of the year in which the FDP Order becomes a Final Order, and (ii) during each six (6)-monthperiod thereafter ending on June 30 and December 31 until the Common Law Direct ActionSettlement Fund is terminated, with a final report being filed with the Bankruptcy Court withinthirty (30) days after such date.4.ACCOUNTS, INVESTMENTS, AND PAYMENTS4.1.Accounts. The Administrator may, from time to time, create such accounts andreserves for or within the Common Law Direct Action Settlement Fund as the Administrator maydeem necessary, prudent or useful in order to provide for the payment of Qualifying Claims andmay, with respect to any such account or reserve, restrict the use of monies therein. TheAdministrator may also, from time to time, create such accounts and reserves for or within theAdministrator Expense Fund as the Administrator may deem necessary, prudent or useful andmay, with respect to any such account or reserve, restrict the use of monies therein.4.2.Investments. Investment of monies held in the Common Law Direct ActionSettlement Fund and the Administrator Expense Fund shall be administered in the manner inwhich individuals of ordinary prudence, discretion and judgment would act in the managementof their own affairs, subject to the following limitations and provisions:8

(a)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire, directly or indirectly, equity in any Entity or business enterpriseif, immediately following such acquisition, the Common Law Direct Action Settlement Fund orthe Administrator Expense Fund would hold more than five percent (5%) of the equity in suchEntity or business enterprise. The Common Law Direct Action Settlement Fund and theAdministrator Expense Fund shall not hold, directly or indirectly, more than ten percent (10%) ofthe equity in any Entity or business enterprise.(b)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold any long-term debt securities unless (i) such securitiesare rated “Baa” or higher by Moody’s, “BBB” or higher by Standard & Poor’s (“S&P’s”), orhave been given an equivalent investment grade rating by another nationally recognizedstatistical rating agency, or (ii) have been issued or fully guaranteed as to principal and interestby the United States of America or any agency or instrumentality thereof.(c)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold for longer than ninety (90) days any commercial paperunless such commercial paper is rated “Prime-1” or higher by Moody’s or “A-1” or higher byS&P’s or has been given an equivalent rating by another nationally recognized statistical ratingagency.(d)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold any common or preferred stock or convertible securitiesunless such stock or securities are rated “A” or higher by Moody’s or “A” or higher by S&P’s orhave been given an equivalent investment grade rating by another nationally recognizedstatistical rating agency.(e)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire any debt securities or other instruments issued by any Entity(other than debt securities or other instruments issued or fully guaranteed as to principal andinterest by the United States of America or any agency or instrumentality thereof) if, followingsuch acquisition, the aggregate market value of all debt securities and instruments issued by suchEntity held by the Common Law Direct Action Settlement Fund or the Administrator ExpenseFund would exceed two percent (2%) of the aggregate value of the Common Law Direct ActionSettlement Fund or the Administrator Expense Fund. The Common Law Direct ActionSettlement Fund and the Administrator Expense Fund shall not hold any debt securities or otherinstruments issued by any Entity (other than debt securities or other instruments issued or fullyguaranteed as to principal and interest by the United States of America or any agency orinstrumentality thereof) to the extent that the aggregate market value of all securities andinstruments issued by such Entity held by the Common Law Direct Action Settlement Fund orthe Administrator Expense Fund would exceed five percent (5%) of the aggregate value of theCommon Law Direct Action Settlement Fund or the Administrator Expense Fund.(f)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold any certificates of deposit unless all publicly held, longterm debt securities, if any, of the financial institution issuing the certificate of deposit and the9

holding company, if any, of which such financial institution is a subsidiary, meet the standardsset forth in Section 4.2(b) above.(g)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold any repurchase obligations unless, in the opinion of theAdministrator, they are adequately collateralized.(h)The Common Law Direct Action Settlement Fund and the AdministratorExpense Fund shall not acquire or hold any options.5.THE ADMINISTRATOR5.1.Appointment. The initial Administrator shall be Donald E. Ward, c/o SpecialClaims Services, Inc., 809 Coshocton Avenue, Suite 1, Mount Vernon, Ohio 43050.5.2.Term of Service.(a)The Administrator may resign at any time by written notice to theBankruptcy Court. Such notice shall specify a date when such resignation shall be effective,which shall not be less than thirty (30) days after the date such notice is given, where practicable;provided, however, in no event shall the resignation of the Administrator be effective until theappointment of a successor Administrator.(b)The Administrator may be removed by order of the Bankruptcy Court inthe event that the Administrator becomes unable to discharge the Administrator’s dutieshereunder due to accident or physical or mental deterioration, or for other good cause. Goodcause shall be deemed to include, without limitation, any substantial failure to comply with thegeneral administrative provisions herein, or a consistent pattern of neglect and failure to performor participate in performing the duties of the Administrator hereunder. Such removal shallrequire the approval of the Bankruptcy Court and shall take effect at such time as the BankruptcyCourt shall determine.5.3.Appointment of Successor Administrator.(a)In the event of a vacancy in the position of the Administrator, whether byresignation or removal, the Administrator shall, in a notice served in accordance with theprocedures set forth in Section 3.1(d) and delivered to the Bankruptcy Court, propose a successorAdministrator. If there are no objections to the appointment of the successor Administratorproposed by the Administrator, the appointment of such proposed successor Administrator shallbe effective thirty (30) days after the date such notice is given. If there is an objection to theappointment of the successor Administrator proposed by the Administrator pursuant to theprocedures set forth in Section 3.1(d), the Bankruptcy Court shall appoint an interim orpermanent successor Administrator.(b)Immediately upon the appointment of any successor Administratorpursuant to Section 5.3(a), all rights, titles, duties, powers and authority of the predecessorAdministrator hereunder shall be vested in, and undertaken by, the successor Administrator10

without any further act or order of the Bankruptcy Court. No successor Administrator shall beliable for any act or omission of any predecessor Administrator.5.4.Liability of Administrator. The Administrator shall not be liable to theCommon Law Direct Action Settlement Fund or the Administrator Expense Fund, to anyindividual holding a Claim, or to any other Person or Entity, except for the Administrator’s ownbreach of trust committed in bad faith or as a result of willful misconduct or gross negligence. Inaddition, the Administrator shall not be liable for any act or omission of any successorAdministrator.5.5.Compensation and Expenses of Administrator.(a)The Administrator shall receive compensation from the AdministratorExpense Fund for the services performed as Administrator

appeal or settlement of asbestos-related claims, further including but not limited to claims for economic damages, consequential damages and punitive damages. 1.9. "Claimant" shall mean a Person who timely files a Claim Form with respect to a Claim arising from a diagnosis of an asbestos-related disease and either (a) is a Person listed on