Contract

Exhibit 10.3

The undersigned xxxxxx agrees to the surrender, cancellation and termination of his non-qualified option to purchase four million shares of the Class A Common Stock of Federal-Mogul Corporation at a price of $29.75 per share with a grant date of December 27, 2007, in consideration of the payment of $100.00 and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, this 15th day of February 2008.

/s/ Xxxx Xxxxx Xxxxxxx

Xxxx Xxxxx Xxxxxxx

Agreed to and Accepted:

FEDERAL-MOGUL CORPORATION

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Chairman of the Compensation Committee