periods ending on or before the Closing Date, (x) the provision of any receipts evidencing the payment of Taxes as may be re quired by Seller to substantiate any claim for tax credits, (y) with respect to periods beginning before and ending on or after the Closing Date, the provision by Buyer to Seller within ninety (90) days after the Closing Date of (i) Seller's 1994 federal and state tax information packages prepared in a manner consistent with the packages customarily prepared for periods ending prior to the Closing with respect to the Division and (ii) the tax information package supplied to Buyer by Seller or its representative with respect to the Canadian Subsidiary completed in a manner consistent with prior years returns, and U) the grant of authority with respect to the Canadian Sub sidiary, by means of a power of attorney or otherwise, to an officer or other representative of Seller to sign and file Returns and defend audits (on behalf of the Canadian Subsid iary) or reasonably necessary to enable the Seller to satisfy its obligations to provide such information and assistance under the Whitman Agreements; (ii) retain for the statute of limitations period (including any extensions) applicable with ; respect to such returns, audits, examinations, or proceedings, such material records or information as may be relevant there to; (iii) provide the other party with reasonable access to, and allow the other party to make copies and extracts of, such records or information, and prior to disposing of any such records or information allow the other party (at the possessing ; party's cost and expense of shipping) the right to obtain the originals of such records or information; (iv) in connection with such returns, audits, examinations, and proceedings, cause its relevant employees and representatives to be reasonably available to the other party and to provide to the other party reasonable technical support (including, without limitation, f the provision of interpretations, analyses, and testimony with respect to inventory, contract backlog orders, engineering drawings, software, and other intangibles); and (v) provide the other party with any final determination of any such audit, examination, or proceeding that affects the amount required to be shown on any tax return of the other party for any period. 1 The party requiring assistance shall reimburse the other party for all reasonable out-of-pocket costs incurred as a direct result thereof (excluding costs of time expended by employees).

Company Home PNEUMO ABEX CURE NEW Piling Date: 12/31/1996 5.6 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5.1 and 5.2 upon the courts of any state within the geographical scope of such covenants.

ROBERT E.

AlliedSignal Automotive Friction Materials 900 West Maple Troy, Mi. 48084 (810) 362-7196 To: Ms T.

Company Name - PNEUMO ABEX CORF NEW Filing Date 11/31/1996 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D C 20549 FORM 10-K PLAINTIFFS EXHIBIT AB-201 {X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 or ( } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comr-ssion File Number 33-48904 PNEUMO ABEX CORPORATION (Exact name of registrant as specified m its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 06-1238996 (I.R S Employer Identification No ) THIRD STREET AND JEFFERSON AVENUE, CAMDEN, N.J (Address of principal executive offices) 08104 (Zip Code) ' 609-964-8840 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act NONE Securities registered pursuant to Section 12(g) of the Act NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirement for the past 90 days X Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, m definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

FRICTION MATERIALS STANDARDS INSTITUTE, INC. 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF MEETING OF THE BOARD OF DIRECTORS Saturday, June 6, 1998 La Quinta Resort and Club La Quinta, California DIRECTORS PRESENT Joseph Nir Robert Scott Paul Myers Pat Healey Martin Chevalier Richard Cross Rob Burgess Cooper Industries/Moog Automotive Friction Material Company Haldex Brake Products Superior Friction, Inc.

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

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 AUTOMOTIVE February 7, 1995 ALFA ROMEO 1995, 164 DA T A BOOK B U L L E T I N #4-941 FRONT FMSI NO.

Interoffice Me. .0 .oechst Celanese Date August 6, 1992 MDH-92088 To K.A.

SHEIN LAW CENTER, LTD.

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Eaton Corporation Five-Year Consolidated Financial Summary For the year (Midoris except for per share data) Net sales Income before income taxes and extraordinary item Income before extraordinary Kern Extraordinary item Net income Per Common Share Income before extraordinary item Extraordinary item Net income Per Common Share-assuming dilution Income before extraordinary item Extraordinary item Net income Cash dividends paid per Common Share ^_ Capital expenditures Research and development expense At the year-end Total assets Working capital Long-term debt Shareholders' equity Shareholders' equity per Common Share 1997 1996 1995 1994 1993 $7,563 668 $ 464 (54) $ 410 $6,961 485 $ 349 $ 349 $6,822 592 $ 399 $ 399 $6,052 488 $ 333 $ 333 $4,401 262 $ 180 (7) $ 173 $ 6.05 (-71) $ 534 $ 450 $ 4J50 $ 5.13 $ 5.13 $ 4.40 $ 4.40 $ 257 (.10) $ 2.47 $ 533 (.69) $ 524 $ 1.72 $ 4.46 $ 4.46 $ 1.60 $ 508 $ 508 $ 150 $ 435 $ 435 $ 120 $ 255 (.10) $ 2.45 $ 1.15 $ 438 319 $ 347 267 $ 399 227 $ 267 213 $ 227 154 $5,465 698 1,272 2,071 $27.72 $5,307 787 1,062 2,160 $28.00 $5,053 822 1,084 1,975 $25.45 $4,682 744 1,053 1.680 $21.54 $3,268 679 649 1,105 $15.50 Income In 1997 was Increased by pretax gains of $9f million rotated to the sales of AIL Systems Inc., and the Appliance Controls business ($69 million aftertax, or $.90 per Common Share).

INDUSTRY CUSTOMER & I ORATION RAF Houstnn, TernsCLASSIFICATION ?

JAN-11-20Q1 THU 05:02 PN Scand J Work Environ Health 1997,23:93--103 Fax NO.