Note forAtkins P.R.

Technical Sarvicas Center RJL Peterson, Director D.E.

Company Name - PNEUMU ABEX COUP NEW Flung Date: 12/31/1996 In addition, various legal proceedings, claims and investigations are pending against the Company, including those relating to commercial transactions, product liability, safety and health matters and other matters.

FROM: E.

CCSF LIxlviATiCN--rrtui o PETIT & MARTIN 101 California Street Suite 3500 San Francisco, CA 94111 LAKE ASBESTOS OF QUEBEC ASAROO ' ROPERS, MAJESKL, et al 655 Montgomery St; Suite 1600 San Francisco, CA 94111 FIBREBQARD CORP.

Lompanv Name PNEUMO ABEX C GRP NEW Filing Date 12/3 I/I VV6 bonus of up to 150% of base salary, subject to an annual maximum of SI million, pursuant to his participation in the Company's performance bonus plan ("Performance Bonus Plan") All such bonus payments are subject to PCT stockholder approval of the Performance Bonus Plan In the event of a breach of the agreement by the Company, Mr Taub is entitled to terminate the employment agreement, in that event or m the event the Company terminates the agreement other than for cause or Mr Taub's disability, Mr Taub is generally entitled to receive payment of base salary and bonus and the continuation of benefits for the longer of the remaining term of the agreement or twelve months, offset by any other compensation Mr Taub earns during this period The Company also entered into employment agreements with Messrs.

company \aint ~r New York, New York February 11, 1997 cc^/tr A F-2 ri/j^ou/c /.'

company t\ame -1' VtLMU A&&-K LUR}' ,\t.U hung Date 1-31 Ivvn the rate provided for m the relevant statute.

MAFCO CONSOLIDATED GROUP INC (Form: 10-K, Received- 03/28/1997 00.00 0 ..Page 51 of 116 10.37 10.38 10.39 33-36118), as amended by Termination and Amendment Agreement, dated as of December 31, 1991, among Henley, Koll, WTI and RHI (incorporated by reference to Exhibit 10.39 to Henley's Annual Report on Form 10-K for 1991, Commission File No. 0-18004).

PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17,1991 5.25.

11572-1000 MXY/dal 6.

Ban ordered oncost uses asbestos News wire s WASHINGTON - The Envi ronmental Protection Agency (EPA) Thursday ordered a ban on moat remaining uses of cancer-causing as bestos, forbidding its use in hundreds of products from automobile brake parts to water pipes.

Mesothelioma and lung cancer among motor vehicle mechanics 323 confounding by other occupalional exposures may further affect the results.

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