STATE OF NEW HAMPSHIRE COUNTY OF ROCKINGHAM SS BEFORE ME, a Notary Public, personally appeared Dexter L.

Continuing Affiliate and duly executed documents, in a form reasonably satisfactory to Buyer, under which Seller or a Continuing Affiliate assumes any Retained Liabilities that are liabilities of the Canadian Subsidiary; (vi) the Letter of Credit in substantially the form of Exhibit 5.20; and (vii) subject to Section 5.12, other documents, instruments of con veyance (or, in the case of Contracts and Leases, of assign ment) as Buyer shall reasonably request to effect and evidence the sale and to vest in Buyer all of Seller's right, title and interest in, to and under the Assets.

i-umpan\ ,\amc - r vttMUHflU \.ukr tumg Uaie /J/ /wo November 25, 1996, Mafco and Power Control Technologies, Inc , a Delaware corporation ("PCT"), consummated the transactions contemplated by a Stock and VSR Purchase Agreement (the "Purchase Agreement"), dated as of October 23, 1996, by and among Mafco, PCT and PCT International Holdings Inc , ("Purchaser") a Delaware corporation and wholly owned subsidiary of PCT Pursuant to the Purchase Agreement, Purchaser acquired from Mafco, all the issued and outstanding shares (the "Shares") of capital stock of Flavors Holdings Inc , a Delaware corporation and wholly owned subsidiary of Mafco ("Flavors"), and 23,156,502 Value Support Rights (each a "VSR") In consideration for the Shares and VSRs, Purchaser paid Mafco cash in the amount of S180 In addition.

Lompam Aame -/' \z.LMU AHLa L.UHJ' VW Hltng Date U/3I/IVV6 105 110 110 125 115 150 In the event that the Term or this Agreement is terminated other than pursuant tc Section 4 3, the Executive shall be entitled to receive a prorated performance bonus (if such a bonus is otherwise payable) witn respect to (A) the year m which the Term or this Agreement terminated or, (B) in the evert of a termination pursuant to Section 4.4, the year m wnich the Executive was last entitled to receive any payments of Base Salary, m ar amount equal to (x) the percentage of Base Salary otherwise payable as a performance bonus with respect to such year multiplied by (y) a fraction, tne numerator of which is the numrier of wnole months elapsed from the beginning of such year to the date as of which the Term or this Agreement terminated or the last day as of which the Executive is entitled to receive payments of Base Salary, as applicable and the denominator of which is 12 A performance bonus or other bonus, if either or both are earned in accordance with this Agreement, shall be paid no later than March 31st of the 3 year next following the year with respect to which such bonus was earned The maximum bonus payable pursuant to this Section 3.2 shall be $1,000,000 with respect to any calendar year.

MAFCO CONSOLIDATED GROUP INC (Form- 10-K, Received 03/28/1997 00 00.0. .Page 40 of 116 months The Folz Employment Agreement provided for an initial annual base salary of $1 million As of August 1, 1996, for the services to be rendered by Mr.

/ PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17,1998 3.12.

PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC.

Abex Corporation ("Pneumo") in 1994) were operated through subsidiary companies, and the stock of those subsidiaries was sold to Federal-Mogul pursuant to a Purchase and Sale Agreement dated August 17, 1998 ("1998 Agreement") In conjunction with the sale, Federal-Mogul indemnified Cooper for certain liabilities of these subsidiary compames, including liabilities related to the Abex product line and any potential liability that Cooper may have to Pneumo pursuant to a 1994 Mutual Guaranty Agreement between Cooper and Pneumo On October 1, 2001, Federal-Mogul and several of its affiliates filed a Chapter 11 bankruptcy petition and mdicated that Federal-Mogul may not honor the indemnification obligations to Cooper As of the date of this filing, Federal-Mogul had not yet made a decision whether to reject the 1998 Agreement, which includes the indemnification to Cooper If Federal-Mogul rejects the 1998 Agreement, Cooper will be relieved of its future obligations under the 1998 Agreement, including specific indemnities relating to payment of taxes and certain obligations regarding insurance for its former Automotive Products busmesses To the extent Cooper is obligated to Pneumo for any asbestos-related claims arising from the Abex product line ("Abex Claims"), Cooper has rights, confirmed by Pneumo, to significant insurance for such claims Based on information provided by representatives of Federal-Mogul, from August 28, 1998 through December 31, 2001, a total of 75,152 Abex Claims were filed, of which 16,974 claims have been resolved leaving 58,178 Abex Claims pendmg at December 31, 2001, that are the responsibility of Federal-Mogul Since August 28, 1998, the average indemnity payment for resolved Abex Claims was $908 before insurance A total of $25 5 million was spent on defense costs for the period August 28, 1998 through December 31, 2001 Historically, existing insurance coverage has provided 50% to 80% of the total defense and indemnity payments for Abex Claims Since the October 1, 2001 bankruptcy filing by Federal-Mogul through December 31, 2001, a total of 3,541 Abex Claims have been filed With the assistance of independent advisors, Cooper has completed a thorough analysis of its potential exposure for asbestos liabilities m the event Federal-Mogul rejects the 1998 Agreement At this time, the manner m which this issue ultimately will be resolved is not known Based on Cooper's analysis of its contmgent liability exposure resultmg from Federal-Mogul's bankruptcy.

Wagner Electric Corporation 1994 sale of joint venture interest in Sundaram-Abex Limited (India) to co venturer 1996 sale of Abex-NWL Aerospace Division to Parker-Hannifin Corporation In addition to the foregoing, Abex discontinued the manufacture and sale of asbestos-contaimng friction products in 1987 and no longer operates any friction product f manufacturing facilities.

DANIEL M.

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF MEETING OF THE BOARD OF DIRECTORS Sunday, June 7, 1998 La Quinta Resort & Club La Quinta, California DIRECTORS PRESENT Joseph Nir Robert Scott Paul Myers Pat Healey Martin Chevalier Richard Cross Don Delvy DIRECTORS MISSING Rob Burgess William Wood OTHERS PRESENT Walter Britland, President Gilbert N.

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF MEETING of the BOARD OF DIRECTORS * Wednesday, June 13, 1990 ' Indian River Plantation Resort & Conference Center Stuart, Florida DIRECTORS PRESENT Robert E.

FRICTION MATERIALS STANDARDS INSTITUTE, INC. 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF THE ANNUAL MEMBERSHIP MEETING OF THE FRICTION MATERIALS STANDARDS INSTITUTE.

Order # 10144118(2/3) # DCN Company Name Doc Type Doc Date Ex Qty.

PLAINTIFF'S EXHIBIT Tcchholosy Sihvicii.