Document 71yx3346E9w8vZn4xmMoY4ora

PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17,1998 (a) "Benefit Plan" means, collectively, each Champion Employee Plan listed on Disclosure Schedule 6.3(a), each Champion International Plan listed on Disclosure Schedule 6 3(d) and each Champion Benefit Arrangement listed on Disclosure Schedule 6.3(b). (b) "Champion Benefit Arrangement" means any employment, severance or similar contract, arrangement or policy, or any plan or arrangement providing for severance ben efits, insurance coverage (including any self-insured arrangements), disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, fringe benefits, or other forms of compensation or any post-retirement benefits, compensation or benefits that (i) is not a Champion Employee Plan, (ii) is entered into or maintained, as the case may be, by Seller or any of its Affiliates including the Champion Companies, and (iii) covers any Employee or Former Employee in the United States. (c) "Champion Employee Plan" means any "employee benefit plan", as defined in Section 3(3) ofERISA that (i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by Seller or any of its Affiliates including the Champion Companies, and (iii) covers any Employee or Former Employee. (d) "Champion International Plan" means any employment, severance or tamilar contract, arrangement or policy or any plan or arrangement providing for severance benefits, insurance coverage (including any self-insured arrangements), disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, fringe benefits or other forms of compensation or any post-retirement benefits, compensation or benefits that (i) is not a Champion Employee Plan or a Champion Benefit Arrangement, (ii) is maintained or contributed to by Seller or any of its Affiliates including the Champion Companies, and (iii) covers any Employee or Former Employee. -55-