ARTICLE I DEFINITIONS

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PROFIT SHARING EXCHANGE AGREEMENT

AGREEMENT dated October 25, 1995 between Manville Corporation,
a Delaware corporation (the "Company"), and Manville Personal Injury Settlement
Trust (the "Trust").

WHEREAS, the Trust was created pursuant to a Trust Agreement
dated as of November 28, 1988 to which the Company is a party (as amended, the
"Trust Agreement") to implement those provisions of the Second Amended and
Restated Plan of Reorganization of the Company and certain affiliated
corporations (the "Manville Plan") that relate to the settlement and payment of
asbestos-related health claims against the Company and such affiliated
corporations;

WHEREAS, in connection with the Manville Plan and the Trust
Agreement, the Company and Manville entered into the Supplemental Agreement
dated as of November 28, 1988, which was amended and restated on November 15,
1990 and further amended on August 25, 1993 and September 22, 1994 (as so
amended and restated, the "Supplemental Agreement");

WHEREAS, the purposes of the Trust as set forth in the Trust
Agreement include enhancing the Trust estate and using the assets in the Trust
estate to deliver fair, adequate and equitable compensation to bona fide
beneficiaries of the Trust;

WHEREAS, the Company is exploring various alternatives with
respect to its investment in Riverwood International Corporation ("RIC"), which
alternatives may include the disposition by the Company of all or a substantial
portion of such investment; and

WHEREAS, in furtherance of the Trust's purposes and to further
the long-term objectives of the Company, the Company and the Trust are willing,
in connection with any such disposition, on the terms and subject to the
conditions of this Agreement, to eliminate certain obligations and covenants of
the Company contained in the Supplemental Agreement in exchange for the
issuance to the Trust of a specified number of shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), and the Company's
payment, on the terms and subject to the conditions of this Agreement, of a
dividend on the Common Stock of the net proceeds of any such disposition which
remain after certain uses of such proceeds specified herein.
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NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Terms Defined. The following terms
used herein have the meanings ascribed to them in this Article I. The
definitions of terms indicated below as having the meaning set forth in the
Supplemental Agreement are incorporated by reference herein. The phrases
"transactions contemplated by this Agreement," "transactions contemplated
hereby" and "transactions contemplated hereby and thereby," as used in this
Agreement, shall be understood not to refer to or include the Disposition.

"Board" means the Board of Directors of the Company.

"Class 6 Interest Debentures" shall have the meaning set forth
in the Supplemental Agreement.

"Class 6 Interest Indenture" shall have the meaning set forth
in the Supplemental Agreement.

"Closing" is defined in Section 4.01.

"Closing Date" is defined in Section 4.01.

"Common Stock" is defined in the recitals to this Agreement.

"Company" is defined in the heading of this Agreement.

"Conversion Shares" means the number of shares of Common Stock
equal to the product of (A) the quotient of (i) the Fully Diluted Shares as of
the Closing Date divided by (ii) 0.8 multiplied by (B) 0.2.

"Court" is defined in Section 4.02(c).

"Declaration Date" is defined in Section 3.03(b).

"Disposition" is defined in Section 3.03(a).

"Dividend" means the dividend on, or other payment with
respect to, the outstanding shares of Common Stock of the Company on a pro rata
basis in the full amount of the remaining balance of the Transfer Proceeds
after deduction of the amounts applied

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in accordance with clauses (i) and (ii) of the first sentence of Section
3.03(a); it being understood that, for all purposes under this Agreement
(including, without limitation, for purposes of determining whether or not the
Company is obligated to declare or pay any dividend or other payment pursuant
to Section 3.03 and whether or not the condition set forth in Section
4.03(e)(ii) has been satisfied) the term "Dividend" shall not mean a dividend
or other payment of less than the full amount of such remaining balance.

"Final Order" shall have the meaning set forth in the
Supplemental Agreement.

"Fiscal Year" shall have the meaning set forth in the
Supplemental Agreement.

"Fully Diluted Shares" as of a given date means the number of
issued and outstanding shares of Common Stock of the Company as of such date
together with all shares of Common Stock issuable by the Company upon the
exercise of all options, warrants, calls, rights, agreements, convertible or
exchangeable securities or other commitments outstanding or in effect as of
such date pursuant to which the Company is obligated, or would upon the
satisfaction of certain conditions become obligated, to issue or sell shares of
Common Stock or securities or rights entitling the holder thereof to acquire
Common Stock.

"Governmental Agency" means any domestic, foreign,
supranational, national, federal, state, regional or local government and any
department, bureau, agency, authority, commission, board, court, tribunal, or
other legislative, executive, judicial, regulatory or administrative body or
instrumentality of any such government or any official empowered to act on
behalf of any of the foregoing, or any arbitral tribunal acting within the
proper scope of its jurisdiction.

"Government Proceeds" shall have the meaning set forth in the
Supplemental Agreement.

"Independent" shall have the meaning set forth in the
Supplemental Agreement.

"Manville Plan" is defined in the recitals to this Agreement.

"Non-Trust Directors" means the members of the Board (i) who
are not Trustees or (ii) whose nomination for election as members of the Board
has not been approved by the Trust pursuant to Section 4.02(j) of the
Supplemental Agreement.

"Order" is defined in Section 4.02(c).

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"PD Supplemental Agreement" means the Amended and Restated
Property Damage Supplemental Agreement dated as of November 15, 1990 among the
Company, the Trust and the PD Trust.

"PD Trust" means Manville Property Damage Settlement Trust.

"Permitted Date" is defined in Section 3.03(a).

"Person" means any individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or government or any
agency or political subdivision thereof, including any Governmental Agency.

"Proceeds" is defined in Section 3.03(a).

"Profit Period" is defined in Section 3.02.

"Profits" shall have the meaning set forth in the Supplemental
Agreement.

"Record Date" is defined in Section 3.03(b).

"RIC" is defined in the recitals to this Agreement.

"SCB" means the Selected Counsel for the Beneficiaries
appointed pursuant to the Manville Plan.

"Second Amended and Restated Supplemental Agreement" is
defined in Section 2.01.

"Series B Preference Stock" shall have the meaning set forth
in the Supplemental Agreement.

"Supplemental Agreement" is defined in the recitals to this
Agreement.

"Transfer Proceeds" is defined in Section 3.03(a).

"Trust" is defined in the heading of this Agreement.

"Trust Agreement" is defined in the recitals to this Agreement.

"Trust Agreement Amendment" is defined in Section 2.03.

"Trustees" shall have the meaning set forth in the
Supplemental Agreement.

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ARTICLE II

TERMINATION OF OBLIGATIONS AND COVENANTS

SECTION 2.01. Second Amended and Restated Supplemental
Agreement. On the Closing Date, the parties shall enter into the Second
Amended and Restated Supplemental Agreement substantially in the form attached
as Exhibit A hereto (the "Second Amended and Restated Supplemental Agreement"),
whereupon the Supplemental Agreement shall be amended and restated as set forth
therein, effective as of the Closing Date, and shall thereafter continue in
full force and effect as so amended.

SECTION 2.02. PD Supplemental Agreement. From and after the
date hereof, upon the request of the Company, the Trust shall consent to the
termination of the PD Supplemental Agreement or the amendment of the PD
Supplemental Agreement in such manner as may be requested by the Company,
provided that in the Trust's good faith judgment the terms and conditions of
any such amendment or termination, or the consideration related thereto, would
not, directly or indirectly, adversely affect the Trust (it being understood
and agreed that the terms, conditions and consideration proposed jointly by the
Company and the Trust to the PD Trust prior to the date hereof shall not be
deemed to adversely affect the Trust for purposes of this Section 2.02 if the
payment of such consideration is shared by the Company and the Trust in the
proportions agreed by them prior to the date hereof).

SECTION 2.03. Trust Agreement Amendment. On the Declaration
Date, immediately prior to the declaration of the Dividend, the parties shall
enter into an amendment to the Trust Agreement in the form attached as Exhibit
B hereto (the "Trust Agreement Amendment"), whereupon the Trust Agreement shall
be amended as set forth therein, effective as of the date thereof, and shall
thereafter continue in full force and effect as so amended (subject to the
terms of the Trust Agreement Amendment); provided, however, that the obligation
hereunder of each of the parties to enter in the Trust Agreement Amendment
shall be subject to the satisfaction, or waiver by such party, of each of the
conditions set forth in (i) Section 4.02(b) and Section 4.02(c) hereof, in the
case of the Company, and (ii) Section 4.03(b) and Section 4.03(c) hereof, in
the case of the Trust.

ARTICLE III

COMMON STOCK ISSUANCE AND PROFIT SHARING PAYMENT

SECTION 3.01. Issuance of Common Stock. On the Closing Date,
the Company shall issue the Conversion Shares to the Trust, by delivering to
the Trust one or more certificates (as requested by the Trust) representing the
Conversion Shares

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duly registered in the name of the Trust, and the Company shall cause the
transfer agent to record the Trust as sole holder of record of the Conversion
Shares on and as of the Closing Date and shall provide the Trust with a
certificate of the transfer agent with respect to such recordation (or other
reasonably available written proof thereof) at the Closing. Prior to the
Closing, the Company shall apply for and take all necessary steps to obtain the
approval (to the extent required) of the listing of the Conversion Shares on
any stock exchange on which the Common Stock is listed or traded.

SECTION 3.02. Profit Sharing Payment. The Company shall pay
to the Trust an amount equal to 20% of the sum of Profits (or zero if Profits
is a negative number) and Government Proceeds within 30 days following the last
day of the month during which the Closing Date occurs, for the period beginning
on the first day of the Fiscal Year in which the Closing Date occurs and ending
on the day prior to the Closing Date. Such amount shall be determined in good
faith by management of the Company based on the financial results of the
Company and reasonable assumptions and estimates, in each case determined in a
manner consistent with past practice for the determination of Profits for the
Company's Fiscal Years under the Supplemental Agreement. When the Company
makes the payment of Profits pursuant to this Section 3.02, it shall deliver to
the Trust a certificate signed by the chief executive officer, the chief
financial officer or the controller of the Company setting forth in reasonable
detail the computation of such Profits and explaining any material assumptions
or estimates used in such computation. If the Closing Date occurs on a day
other than the first day of a month, Profits for the period from the first day
of such month to the day prior to the Closing Date (the "Profit Period") shall
be the product of (A) Profits for such month multiplied by (B) the quotient of
(i) the number of days in the Profit Period divided by (ii) the number of days
in such month. Notwithstanding anything to the contrary contained in this
Agreement or in the Second Amended and Restated Supplemental Agreement, the
Company shall remain obligated to make the payment required by Section 2.03(a)
of the Supplemental Agreement with respect to any Fiscal Year of the Company
which ends prior to the Fiscal Year in which the Closing Date occurs and for
which such payment has not been made as of the date of this Agreement. The
parties agree that Profits shall be determined by not giving effect to any
Disposition or the transactions contemplated by this Agreement, including,
without limitation, any payment of Profits pursuant to this Section 3.02, the
issuance of the Conversion Shares pursuant to Section 3.01, the Dividend or any
accounting or tax effects relating to any of the foregoing.

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SECTION 3.03. Use of Proceeds of Disposition.

(a) If the Company, directly or indirectly, sells or
otherwise disposes of all or a substantial portion of its investment in RIC (a
"Disposition"), regardless of the form of such disposition (including, without
limitation, any sale or other disposition by RIC of all or substantially all of
its assets), then within 60 days following receipt by the Company of the
proceeds of such Disposition (the "Proceeds"), the Company shall apply the net
Proceeds after payment of, or reasonable provision for, all out-of-pocket fees,
expenses, taxes and other costs paid or incurred (including reasonable reserves
for out-of-pocket fees, expenses, taxes and costs accrued but not paid at such
time) reasonably related to the effectuation of such Disposition (the "Transfer
Proceeds") as follows: (i) first, to repayment, prepayment or redemption of
the Class 6 Interest Debentures to the extent that the Board, by vote of a
majority of the Non-Trust Directors, determines that such repayment, prepayment
or redemption would be in the best interests of the Company and authorizes and
directs that such repayment, prepayment or redemption be made, (ii) second, to
the extent of the balance of Transfer Proceeds after deduction of the amount
applied in accordance with clause (i), to the repurchase or redemption of
Series B Preference Stock to the extent that the Board, by vote of a majority
of the Non-Trust Directors, determines that such repurchase or redemption would
be in the best interests of the Company and authorizes and directs that such
repurchase or redemption be made, and (iii) third, to the extent of the balance
of Transfer Proceeds after deduction of the amount applied in accordance with
clauses (i) and (ii), subject to the fourth sentence of Section 3.03(b) and the
second sentence of Section 3.03(c), to the payment of the Dividend in the full
amount of such remaining balance. The Company shall be deemed to have applied
Transfer Proceeds in accordance with (x) clause (i) or clause (ii) of this
Section 3.03(a) in the event that the Company shall have within 60 days of a
Disposition issued an irrevocable notice of redemption with respect to the
Class 6 Interest Debentures or the Series B Preference Stock and shall have
paid the redemption price therefor within 60 days of such notice relating to
the Class 6 Interest Debentures or within 90 days of such notice relating to
the Series B Preference Stock, and (y) clause (i) of this Section 3.03(a), in
the event that there is no June 30 or December 31 (a "Permitted Date") that is
at least 30 days, but not more than 60 days, following the receipt by the
Company of the Proceeds, if the Board of Directors shall have authorized and
directed within 60 days following a Disposition that such redemption be
effected on the Permitted Date next following the thirty-first day following
the receipt by the Company of the Proceeds and the Company shall have paid the
redemption price therefor on such Permitted Date. In the event that the
Company should fail to apply Transfer Proceeds in accordance with clause (i) or
clause (ii) of this Section 3.03(a), any amount of Trans-

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fer Proceeds reserved or deducted for such purpose from the amount of the
Dividend shall promptly be declared and paid as a further dividend on, or other
payment with respect to, the outstanding shares of Common Stock of the Company
subject to the fourth sentence of Section 3.03(b) and the second sentence of
Section 3.03(c). The Company shall not, without the express prior written
consent of the Trust, effect any Disposition pursuant to which the Company
receives any consideration other than cash payable in full upon consummation
thereof.

(b) The Company shall, subject to the fourth
sentence of this Section 3.03(b), declare the Dividend within 46 days following
the Company's receipt of the Proceeds (the date of such declaration being
referred to herein as the "Declaration Date"). On the Declaration Date, the
Company shall deliver to the Trust written notice of the declaration of the
Dividend and shall make a public announcement in accordance with applicable
law, regulations and the rules of any securities exchange on which the Common
Stock is then listed or traded, stating that the Dividend has been declared and
announcing the Record Date and the payment date with respect to the Dividend.
The record date for determining stockholders entitled to receive the Dividend
(the "Record Date") shall be not less than five days following receipt by the
Trust of written notice of the declaration but in no event more than 10 days
following the Declaration Date (or such greater minimum number of days
following the Declaration Date as may then be required pursuant to applicable
laws and regulations and the rules of any stock exchange on which the Common
Stock is listed or traded). Notwithstanding anything in this Agreement to the
contrary, the Company's obligation to declare the Dividend shall be subject to
the satisfaction, or the waiver by the Company, of each of the following
conditions precedent at the time of the declaration of the Dividend:

(i) the Company shall have received with
respect to the Dividend all necessary licenses, permits,
consents, approvals, authorizations, qualifications and orders
of Governmental Agencies (if any) becoming necessary after the
date hereof, on terms reasonably acceptable to the Company;

(ii) the Company shall have received an
opinion of counsel substantially to the effect that the
declaration and payment of the Dividend are lawful under the
Delaware General Corporation Law, which opinion shall be in
form and substance reasonably satisfactory to the Board;

(iii) the Company shall be solvent and have
reasonably adequate capital under applicable law and if
requested by the Board, shall have received an opinion from
American Appraisal Associates, pursuant to the

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engagement letter dated August 16, 1995 and executed by the
Company on August 22, 1995, which opinion shall be reasonably
satisfactory to the Board.

(iv) no suit, action or other proceeding by
any Governmental Agency shall be pending before any tribunal
of competent authority which challenges the validity or
legality of the Dividend that has a reasonable likelihood of
success as determined by Independent counsel selected by the
Company and the Trust;

(v) there shall not be any effective
injunction, writ, preliminary restraining order or any order
of any nature issued by a court of competent jurisdiction
directing that the payment of the Dividend not be made or
imposing any conditions on the payment unless the consequences
to the Company of failing to comply with such injunction,
writ, preliminary restraining order or other order or for
being subject to such conditions would not subject the Company
to substantial cost or liability and would not subject any
employee, officer, director or agent of the Company to any
civil or criminal liability (for purposes hereof,
"substantial" shall mean actual or probable cost, liability or
penalty (including any prepayment penalties) in excess of
$250,000 or any obligations to prepay principal in excess of
$20,000,000);

(vi) the Order shall be in full force and
effect;

(vii) the Trust Agreement Amendment shall
have been executed and delivered, and shall be in full force
and effect; and

(viii) all conditions to the Closing set
forth in Sections 4.02 and 4.03 (other than Section
4.03(e)(ii)) shall have been satisfied, or shall have been
waived by the party entitled to waive such conditions;
provided, however, that, notwithstanding anything in this
Agreement to the contrary, the Company shall not have the
power to waive the condition precedent set forth in this
paragraph (viii) without the express prior written consent of
the Trust.

(c) The Company shall, following the occurrence of
the Declaration Date and subject to the immediately following sentence, pay the
Dividend within 4 business days after the Record Date and no later than 60 days
following the receipt by the Company of the Proceeds. Notwithstanding Section
3.03(a) or the first sentence of this Section 3.03(c), the Company's obligation
hereunder to pay the Dividend shall be subject to the satis-

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faction, or the waiver by the Company, of the condition precedent set forth in
Section 3.03(b)(v) at the time of payment of the Dividend; it being understood
that the foregoing shall not affect any rights (other than under this
Agreement) that the Trust may have in its capacity as a stockholder of Manville
with respect to the Dividend.

(d) At least 5 days prior to any date on which the
Company expects the Board to vote on the declaration of the Dividend, the
Company shall deliver to the Trust a certificate signed by the chief executive
officer, chief financial officer or controller of the Company setting forth in
reasonable detail the computation of (x) the amount of Transfer Proceeds, (y)
the amount applied (or, if intended to be so applied after the date of such
certificate, expected to be applied) in accordance with Sections 3.03(a)(i) and
(ii) and (z) the remainder of (x) minus (y), certifying that, to the best of
such person's knowledge, the computations are true and accurate in all material
respects and made in accordance with Section 3.03(a).

(e) The Trust hereby consents to the application of
Transfer Proceeds as provided in Sections 3.03(a)(i) and (ii) (subject to
approval of the Board, by vote of a majority of the Non-Trust Directors, as set
forth in Section 3.03(a)) and will evidence such consent in such appropriate
instruments as may be reasonably requested by the Company.

SECTION 3.04. Computations. In the event the Trust takes
exception to the computation by the Company of any amount under this Agreement,
the procedures set forth in Section 4.03 of the Supplemental Agreement (which
are incorporated herein by reference, mutatis mutandis) shall be followed in
resolving any dispute relating to the computation of such amount.

ARTICLE IV

CLOSING

SECTION 4.01. Closing. In the event that there is a
Disposition, then the transactions contemplated by Sections 2.01, 3.01 and 3.02
shall be consummated (the "Closing") at the offices of Skadden, Arps, Slate,
Xxxxxxx & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., on a date
selected by mutual agreement of the parties (the "Closing Date"), following the
Declaration Date, which date shall be at least one business day before the
Record Date and no earlier than the third business day following receipt by the
Trust of written notice of the declaration of the Dividend.

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SECTION 4.02. Conditions Precedent to the Obligations of the
Company. The obligations of the Company to consummate the transactions
contemplated by Sections 2.01, 3.01 and 3.02 are subject to the satisfaction,
or waiver by the Company, of each of the following conditions:

(a) the representations and warranties of the Trust
contained in this Agreement are true and correct in all material respects as of
the date when made and as of the Closing Date and all agreements contained in
this Agreement to be performed by the Trust prior to or on the Closing Date
shall have been performed in all material respects;

(b) the SCB shall have given their concurrence to
this Agreement, the Second Amended and Restated Supplemental Agreement and the
Trust Agreement Amendment, and the transactions contemplated hereby and
thereby, in a form reasonably acceptable to the Company;

(c) the issuance of an order of the United States
Bankruptcy Court for the Southern District of New York (the "Court") granting
the application of the Trustees to approve the Trust's execution and
performance of this Agreement and the Second Amended and Restated Supplemental
Agreement and the transactions contemplated hereby and thereby and the
Trustees' execution and performance of the Trust Agreement Amendment and the
transactions contemplated thereby, after notice to all beneficiaries of the
Trust (by notice to the appropriate class and subclass representatives'
counsel), the legal representative for the future asbestos health claimants,
the SCB, and any additional persons who appeared in Xxxxxxx x. Xxxxxx (the
"Order"), in a form reasonably acceptable to the Company, which Order shall be
in full force and effect but may be subject to appeal or discretionary review
by another court; provided, however, that if upon its review of objections
raised to the issuance of the Order, the Company believes in good faith after
consultation with the Trust that, as a condition to the Company's obligations
referred to above in this Section 4.02 (or in Section 2.03 or 3.03(b), as the
case may be), the Order should be a Final Order, then for purposes of this
condition the Company may require that the Order be a Final Order;

(d) the approval of this Agreement and the
transactions contemplated by this Agreement by the common stockholders of the
Company and the approval (to the extent required) of the listing of the
Conversion Shares on any stock exchange on which the Common Stock is listed or
traded;

(e) (i) the Company shall have received all
necessary licenses, permits, consents, approvals, authorizations,
qualifications and orders of Governmental Agencies (if any) becoming necessary
after the date hereof, on terms reasonably

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acceptable to the Company, and (ii) there shall not be any effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court of competent jurisdiction prohibiting the consummation of the
transactions contemplated hereby unless the consequences to the Company of
failing to comply with such injunction, writ, preliminary restraining order or
other order or for being subject to such conditions would not subject the
Company to substantial cost or liability and would not subject any employee,
officer, director or agent of the Company to any civil or criminal liability
("substantial" being as defined in Section 3.03(b)(v)); and

(f) receipt by the Company of a certificate signed
as of the Closing Date by an authorized executive officer of the Trust
certifying as to the satisfaction of paragraph (a) above.

SECTION 4.03. Conditions Precedent to the Obligations of the
Trust. The obligations of the Trust to consummate the transactions
contemplated by Sections 2.01, 3.01 and 3.02 are subject to the satisfaction,
or waiver by the Trust, of each of the following conditions:

(a) the representations and warranties of the
Company contained in this Agreement are true and correct in all material
respects as of the date when made and as of the Closing Date and all agreements
contained in this Agreement to be performed by the Company prior to or on the
Closing Date shall have been performed in all material respects;

(c) the Order shall have been issued in a form
reasonably acceptable to the Trust, which Order shall be in full force and
effect but may be subject to appeal or discretionary review by another court;
provided, however, that if upon its review of objections raised to the issuance
of the Order, the Trust believes in good faith after consultation with the
Company that, as a condition to the Trust's obligations referred to above in
this Section 4.03 (or in Section 2.03, as the case may be), the Order should be
a Final Order, then for purposes of this condition the Trust may require that
the Order be a Final Order;

(d) (i) the Trust shall have received all necessary
licenses, permits, consents, approvals, authorizations, qualifications and
orders of Governmental Agencies (if any) becoming necessary after the date
hereof, on terms reasonably acceptable to the Trust and (ii) there shall not be
any effective

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injunction, writ, preliminary restraining order or any order of any nature
issued by a court of competent jurisdiction prohibiting the consummation of the
transactions contemplated hereby unless the consequences to the Trust of
failing to comply with such injunction, writ, preliminary restraining order or
other order or for being subject to such conditions would not subject the Trust
to substantial cost or liability and would not subject any employee, trustee or
agent of the Trust to any civil or criminal liability ("substantial" being as
defined in Section 3.03(b)(v));

(e) (i) receipt by the Company of the Proceeds of
a Disposition and (ii) the declaration of the Dividend;

(f) the approval (to the extent required) of the
listing of the Conversion Shares on any stock exchange on which the Common
Stock is listed or traded; and

(g) receipt by the Trust of a certificate signed as
of the Closing Date (i) by an authorized executive officer of the Company
certifying as to the satisfaction of paragraph (a) above and (ii) by the chief
executive officer, chief financial officer or controller of the Company
certifying the number of Fully Diluted Shares on the Closing Date, together
with a schedule, in form similar to Exhibit C hereto, detailing such
computation.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01. Representations and Warranties of the Company.
The Company represents and warrants to the Trust as of the date of this
Agreement and as of the Closing Date that:

(a) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware.

(b) This Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms except to the extent that such enforceability is limited by
bankruptcy, insolvency, moratorium or similar laws relating to the enforcement
of creditors' rights generally and by the availability of equitable remedies of
general applicability.

(c) Neither the execution and delivery by the
Company of this Agreement, the consummation by the Company of the transactions
contemplated by it nor compliance by the Company

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with its terms and conditions, will (A) conflict with or result in a breach of,
or constitute a default under, or require any consent or waiver under, any of
the terms, obligations, covenants, conditions or provisions of (i) any
indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or
other agreement or instrument to which the Company is a party or by which it
may be bound or (ii) the certificate of incorporation or by-laws of the Company
or (B) conflict with or result in a breach of any of the terms, conditions or
provisions of any statute, judgment, order, writ, injunction, decree, rule or
regulation of any Governmental Agency; except for the approval of the Company's
common stockholders as provided in Section 4.02(d), consents that may be
required in connection with the redemption by the Company of its outstanding
Class 6 Interest Debentures or Series B Preference Stock and, in the case of
(A)(i) or (B) for any such conflict, breach or default, that would not,
individually or in the aggregate, have a material adverse effect on the Company
and its Subsidiaries taken as a whole.

(d) Upon the issuance of the Conversion Shares on
the Closing Date, the Conversion Shares shall be duly authorized, validly
issued, fully paid and nonassessable.

(e) As of the date hereof, the number of Fully
Diluted Shares is 130,402,483, as described in Exhibit C hereto.

SECTION 5.02. Representations and Warranties of the Trust.

(a) The Trust has been duly organized and is validly
existing as a trust under the laws of the State of New York.

(b) This Agreement has been duly authorized,
executed and delivered by the Trust and constitutes a valid and binding
obligation of the Trust enforceable against the Trust in accordance with its
terms except to the extent that such enforceability is limited by bankruptcy,
insolvency, moratorium or similar laws relating to the enforcement of
creditors' rights generally and by the availability of equitable remedies of
general applicability.

(c) Neither the execution and delivery by the Trust
of this Agreement, the consummation by the Trust of the transactions
contemplated by it nor compliance by the Trust with its terms and conditions,
will (A) conflict with or result in a breach of, or constitute a default under,
or require any consent or waiver under, any of the terms, obligations,
covenants, conditions or provisions of (i) any indenture, mortgage, deed of
trust, pledge, bank loan or credit agreement, or other agreement or instrument
to which the Trust is a party or by which it may be bound or (ii) the Trust
Agreement or (B) conflict with or result

14
15
in a breach of any of the terms, conditions or provisions of any statute,
judgment, order, writ, injunction, decree, rule or regulation of any
Governmental Agency; except, for the concurrence of the SCB as provided in
Sections 4.02(b) and 4.03(b), the issuance and effectiveness of the Order in
respect of the Trust's execution, delivery and performance of the Trust
Agreement Amendment, and in the case of (A)(i) or (B) for any such conflict,
breach or default that would not, individually or in the aggregate, have a
material adverse effect on the Trust.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01. Best Efforts by the Trust.

(a) The Trust shall use its reasonable best efforts
to obtain as soon as reasonably possible after the date hereof (i) all consents
necessary for it to perform the terms of this Agreement, the Second Amended and
Restated Supplemental Agreement and the Trust Agreement Amendment, and to
consummate the transactions contemplated hereby and thereby, including, without
limitation, the concurrence of the SCB as provided in Sections 4.02(b) and
4.03(b) and (ii) the Order. At any meeting of stockholders called to consider
approval of this Agreement and the transactions contemplated by this Agreement,
the Trust shall vote all of its shares of Common Stock in favor of such
approval; it being understood that nothing contained in this Agreement shall
constitute or be deemed to constitute a consent, approval or waiver by the
Trust, or an agreement by the Trust to consent, approve or grant any waiver,
with respect to any Disposition or other transaction relating to RIC or the
Company's investment in RIC.

(b) The Trust will not voluntarily take any action
that would reasonably be expected to cause a termination of the Trust other
than pursuant to Section 6.02(a)(i) or Section 6.02(a)(iv) of the Trust
Agreement.

(c) The Trust shall cooperate in all reasonable
respects with the Company to obtain as soon as reasonably possible the
termination or amendment of the PD Supplemental Agreement on such terms and
conditions, and for such consideration, as to which the Trust shall have
consented pursuant to Section 2.02.

SECTION 6.02. Best Efforts by the Company. The Company
shall use its reasonable best efforts to obtain as soon as reasonably possible
after the date hereof all consents necessary for it to perform the terms of
this Agreement, the Second Amended and Restated Supplemental Agreement and the
Trust Xxxxx-

00
00
ment Amendment, and to consummate the transactions contemplated hereby and
thereby, including, without limitation, to obtain requisite stockholder
approval of this Agreement and the transactions contemplated by this Agreement.
Without limiting the generality of the foregoing, the Company agrees after the
date hereof, to (i) prepare, file and distribute appropriate proxy solicitation
material with respect to such stockholder approval, in compliance with
applicable securities laws and regulations and the rules of any stock exchange
on which the Common Stock is listed or traded, (ii) call a special meeting of
its common stockholders for the purpose of voting upon such approval, (iii) use
efforts consistent with past practice to solicit proxies from its common
stockholders other than the Trust, and (iv) to the extent consistent with the
exercise by the Board of its fiduciary duties under applicable law, recommend
in its proxy solicitation material that stockholders vote in favor of such
approval.

SECTION 6.03. Termination. If the Closing Date shall not
have occurred on or prior to the later of (A) January 31, 1997, or (B) the
first anniversary of the date on which the Company receives the Proceeds of a
Disposition if such Disposition shall have been consummated on or prior to
January 31, 1997, then either party shall have the right to terminate this
Agreement by giving written notice of termination to the other party hereto.
If the Order is denied by the Court upon the Trust's application therefor in
accordance with Section 4.02(c), or if, on or prior to the Closing Date, the
Order is vacated, reversed, modified or amended, in whole or in part, so as to
eliminate or materially limit the Court's approval of the Trust's execution and
performance of this Agreement, the Second Amended and Restated Supplemental
Agreement, the Trust Agreement Amendment or the transactions contemplated
hereby or thereby, either party shall have the right to terminate this
Agreement, by giving written notice of termination to the other party. No
termination of this Agreement pursuant to this Section 6.03 shall in any way
relieve either party of liability for any willful breach of any of the
provisions of this Agreement prior to termination hereof.

SECTION 6.04. Amendments; Waivers. This Agreement may be
modified, supplemented or amended at any time and from time to time only by a
writing signed by each party hereto. Any waiver or consent granted in respect
of any term or condition of this Agreement shall be effective only if given in
a writing signed by the party giving same and expressly stating that it is a
waiver or consent, and any such waiver or consent shall constitute a waiver or
consent only of the specific provision(s) and for the specific purpose(s) set
forth therein.

SECTION 6.05. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission or similar writing) and shall be given:

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17
if to the Trust, to:

Manville Personal Injury Settlement Trust
0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000
P.O. Box 10415
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.

with a copy to:

Xxxxxxx Leisure Xxxxxx & Irvine
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.

if to the Company, to:

Manville Corporation
000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxx Xxxx, Esq.

with copies to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx, Esq.

and

Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Case, Esq.

and

17
00
Xxxx, Xxxxxxx, Xxxxxxx, Xxxx & Handler
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.

SECTION 6.06. Counterparts; Integration. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement together with its exhibits constitutes the entire
agreement and understanding between the parties hereto relating to the subject
matter hereof and supersedes any and all prior agreements and understandings,
oral and written, relating to the subject matter hereof.

SECTION 6.07. Severability. Should any provision in this
Agreement be determined to be invalid or unenforceable in any jurisdiction,
such determination shall in no way limit or affect the validity or
enforceability and operative effect of any of the provisions of this Agreement
in any other jurisdiction.

SECTION 6.08. Headings. The headings used in this Agreement
are inserted for convenience only and neither constitute a portion of this
Agreement nor in any manner affect the construction of the provisions of this
Agreement.

SECTION 6.09. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns except that neither the Company nor
the Trust may assign or otherwise transfer any of its rights or delegate
obligations under this Agreement.

SECTION 6.10. Survival of Representations and Warranties.
The representations and warranties of the parties contained in this Agreement
shall survive the Closing Date for a period of 18 months from the Closing Date.

SECTION 6.11. Expenses. All costs and expenses incurred in
connection with this Agreement, including without limitation all brokers' fees,
investment banking fees and legal fees, shall be paid by the party incurring
such cost or expense. Nothing contained in this Section 6.11 shall be
construed as creating an obligation of the Company or the Trust to indemnify
any Person.

SECTION 6.12. Specific Performance. Each of the Company and
the Trust agrees that the other party would be irreparably damaged if for any
reason the Company or the Trust, as the case may be, failed to perform its
obligations under this Agreement and that such other party would not have an
adequate

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19
remedy at law for money damages in such event. Accordingly, the Company and
the Trust each agrees that the other party shall, to the maximum extent
permitted, be entitled to specific performance and injunctive and other relief
to enforce the performance of this Agreement. This provision is without
prejudice to any other rights that the Company or the Trust may have against
the other party for any failure of such other party to perform its obligations
hereunder.

SECTION 6.13. Third Parties. This Agreement constitutes an
agreement solely between the parties hereto, and is not intended to and shall
not confer any rights, remedies, obligations or liabilities, legal or
equitable, on any Person other than the parties hereto and their respective
successors or assigns, or otherwise constitute any Person a third-party
beneficiary under or by reason of this Agreement.

SECTION 6.14. Governing Law; Submission to Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to choice of law principles applied in
such jurisdiction. The Company and the Trust hereby submit to the nonexclusive
jurisdiction of the United States Bankruptcy Court for the Southern District of
New York for purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each of the Company
and the Trust irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

19
20
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

MANVILLE CORPORATION

By /s/ XXXXXXX X. XXX XXXX
------------------------------------
Name: Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President
General Counsel & Secretary

MANVILLE PERSONAL INJURY
SETTLEMENT TRUST

By /s/ XXXXXX X XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman and Managing
Trustee

20
21
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

EXHIBIT A
TO PROFIT SHARING
EXCHANGE AGREEMENT

================================================================================

FORM OF

MANVILLE PERSONAL INJURY
SETTLEMENT TRUST

SECOND AMENDED AND RESTATED
SUPPLEMENTAL AGREEMENT

__________

DATED AS OF ______ __, 199__

__________

================================================================================
22
SECOND AMENDED AND RESTATED
SUPPLEMENTAL AGREEMENT

TABLE OF CONTENTS

PAGE
----

ARTICLE I

DEFINITIONS

ARTICLE II

PAYMENTS
2.01. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.02. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.03. Certain Payment Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.04. Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.05. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III

STOCK
3.01. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.02. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.03. Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.04. Registration Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV

GENERAL COVENANTS
4.01. Covenants of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.02. Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.03. Computation Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
5.01. Organization, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.02. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VI

MISCELLANEOUS
6.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.02. Amendments; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

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SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

PAGE
----

6.03. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.05. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.06. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.07. Entire Agreement; No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.08. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.09. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.10. Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.11. Survival of Representations, Warranties, Covenants and Agreements . . . . . . . . . . . . . . . . . . 27
6.12. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.13. Agreements of the Company and the Trust with Respect to Certain Liens . . . . . . . . . . . . . . . . 27
6.14. Automatic Waivers under the PD Supplemental Agreement . . . . . . . . . . . . . . . . . . . . . . . . 27
6.15. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ii
24
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

SECOND AMENDED AND RESTATED
SUPPLEMENTAL AGREEMENT

Agreement dated as of _______ __, 199_ between Manville
Personal Injury Settlement Trust (the "Trust") and Manville Corporation (the
"Company").

WHEREAS, the Company and the Trust have heretofore entered
into the Supplemental Agreement dated November 28, 1988, which was amended and
restated as of November 15, 1990 and further amended on August 25, 1993 and
September 22, 1994 (as so amended and restated, the "Supplemental Agreement");

WHEREAS, the Company and the Trust are parties to a Profit
Sharing Exchange Agreement, which, inter alia, contemplates the execution of
this Second Amended and Restated Supplemental Agreement; and

WHEREAS, pursuant to Section 6.02 of the Supplemental
Agreement the Company and the Trust are empowered to modify, supplement or
amend the Supplemental Agreement (other than Section 6.13 thereof).

NOW, THEREFORE, the parties hereto agree to amend and restate
the Supplemental Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Unless the context requires otherwise, all capitalized terms
not otherwise defined herein have the meanings assigned to them in Exhibit A
hereto. Terms defined in Exhibit A hereto are not intended to change any of
the definitions used in the Plan. All references to the Supplement Agreement
hereinafter made or made in any other document or instrument shall refer to the
Supplemental Agreement as amended and restated hereby.

ARTICLE II

PAYMENTS

2.01. [Reserved]

2.02. [Reserved]

1
25
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

2.03. Certain Payment Obligations.

(a) [Reserved]

(b) The Company shall pay to the Trust for each Fiscal
Year from and including the Fiscal Year in which this Agreement enters into
effect so long as the Trust exists, on or before April 30 of the next Fiscal
Year, an amount equal to the Insurance Indemnification Amount for such Fiscal
Year, provided that the payment under this Section 2.03 with respect to any
Fiscal Year shall not exceed an amount equal to 30% of Profits for such Fiscal
Year.

2.04. Reimbursement Obligations. (a) The Trust shall
indemnify the Company in respect of all costs, expenses, losses and damages
(including, except as limited by Paragraph (c) below, fees and expenses of
counsel and other litigation and settlement costs) when and as incurred by the
Company in connection with any Trust Claim or Indemnification Liability
asserted against the Company, provided that the Company shall use its best
efforts to cause such Trust Claim or Indemnification Liability to be redirected
against the Trust, as contemplated by and in accordance with the Plan and the
Trust Agreement.

(b) The Company shall indemnify the Trust in respect of all
costs, expenses, losses and damages (including, except as limited by Paragraph
(c) below, fees and expenses of counsel and other litigation and settlement
costs) when and as incurred by the Trust in connection with any obligations or
liabilities of the Debtors not assumed by the Trust pursuant to the Trust
Agreement, any obligations or liabilities imposed upon the Company by the terms
of the Plan, any income taxes imposed upon the Trust at any time, or any
challenge to the Plan.

(c) Each party indemnified under the provisions of this
Section 2.04, upon receipt of written notice of any claim or the service of
summons or other initial legal process upon it in any action instituted against
it, in respect of which indemnity may be sought on account of any indemnity
agreement contained in this Section 2.04, shall promptly give written notice of
such claim, or the commencement of such action, or threat thereof, to the party
from whom indemnity shall be sought hereunder. Such indemnifying party shall
be entitled at its own expense to participate in the defense of such claim or
action, or, if it shall elect, to assume such defense, in which event (i) such

2
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SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

defense shall be conducted by counsel chosen by such indemnifying party, which
counsel shall be satisfactory to the indemnified party against whom such claim
is asserted or who is the defendant in such action, and (ii) such indemnified
party may retain additional counsel provided that such indemnified party shall
bear the fees and expenses of any additional counsel retained by it. If the
indemnifying party shall elect not to assume the defense of such claim or
action, such indemnifying party will reimburse such indemnified party for the
reasonable fees and expenses of any counsel retained by it, and shall be bound
by the results obtained by the indemnified party; provided that no such claim
or action shall be settled without the written consent of the indemnifying
party.

2.05. [Reserved]

ARTICLE III

STOCK

3.01. [Reserved]

3.02. [Reserved]

3.03. Right of First Refusal.

(a) Sales Other than by Tender Offer. Prior to any sale by
the Trust (other than pursuant to a Tender Offer or pursuant to an underwritten
public offering) of any shares of Manville Common Stock to a Person or "group"
(as defined in Rule 13d-5(b) under the Exchange Act) which, to the knowledge of
the Trust, owns, or will own as a result of such purchase, of record or
beneficially, more than 15% of the shares of Manville Common Stock then
outstanding, the Trust shall give the Company (or its designee(s)) the
opportunity to purchase such shares in the following manner:

(i) The Trust shall give written notice (the
"Offering Notice") to the Company of such proposed sale, specifying
the number of shares proposed to be sold, the price per share, the
identity of the purchaser and the form of the transaction.

3
27
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

(ii) The Company shall have the right, exercisable
by written notice (the "Offering Exercise Notice") to the Trust given
within 30 Business Days after the date the Offering Notice is given,
to purchase (or to cause its designee(s) to purchase) all, but not
less than all, of the shares specified in such Offering Notice for
cash at the price set forth therein.

(iii) The price per share to be paid by the Company
(or its designee(s)) (the "Purchase Price") in a purchase pursuant to
an Offering Exercise Notice shall be the third party buyer's price, or
shall be determined in the manner the third party buyer's price was to
be determined.

(iv) Upon delivery of the Offering Exercise Notice
(and notwithstanding any designation by the Company of a third person
as purchaser), the Company shall be legally obligated to consummate
the purchase contemplated thereby, and shall be liable in damages to
the Trust if the purchase is not consummated for any reason other than
the fault of the Trust. The closing of the purchase of the shares of
Manville Common Stock pursuant to an Offering Exercise Notice shall
take place on a date designated by the Company, which date shall not
be later than seven Business Days after the date the Offering Exercise
Notice is given. At such closing, an aggregate amount equal to the
Purchase Price times the number of shares proposed to be sold shall be
paid by the Company to the Trust and the certificate or certificates
representing such shares, accompanied by stock powers duly executed in
blank or duly executed instruments of transfer and any other documents
that are necessary to transfer good and marketable title to such
shares, shall be delivered by the Trust to the Company (or its
designee(s)).

(v) If the Company does not timely give the Offering
Exercise Notice hereunder, the shares as to which the Offering Notice
was given may be sold in the transaction described in such Offering
Notice within 30 days after the expiration of the Company's right to
give the Offering Exercise Notice.

(b) Tender Offers. The Trust may tender shares of Manville
Common Stock into any Tender Offer provided that the Trust shall not tender
shares of Manville Common Stock prior to the date by which the Company is
required to take a position with

4
28
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

respect to the Tender Offer pursuant to Rule 14e-2 under the Exchange Act (or
any successor provision), and provided, further, that prior to any tender of
shares by the Trust pursuant to any Tender Offer which the Company has opposed
in a Schedule 14D-9 filed with the Commission and in which, to the knowledge of
the Trust, the offeror, together with any "group" (as defined in Rule 13d-5(b)
under the Exchange Act) of which such offeror is a member, owns, or would own
if the offeror purchased the maximum number of shares sought pursuant to the
Tender Offer, of record or beneficially, more than 15% of the shares of
Manville Common Stock then outstanding, the Trust shall give the Company (or
its designee(s)) the opportunity to purchase such shares in the following
manner:

(i) Prior to tendering any shares of Manville Common
Stock pursuant to any such Tender Offer, the Trust shall give written
notice (the "Tender Notice") to the Company of its intention to
tender, specifying the number of shares proposed to be tendered (the
"Tendered Shares"). A Tender Notice shall be deemed to relate to any
Tender Offer outstanding at the time such Tender Notice is given,
provided that a Tender Notice shall not be deemed to relate to a
Tender Offer outstanding at the time the Tender Notice is given if (x)
the Tender Notice was given less than five Business Days prior to the
then scheduled expiration of such Tender Offer and (y) such scheduled
expiration was not subsequently changed to a time more than five
Business Days after the time when the Tender Notice was given. A
Tender Notice shall also be deemed to relate to any Tender Offer not
outstanding at the time such Tender Notice is given if such Tender
Offer is outstanding at any time prior to the Cutoff Time (as
hereinafter defined) of any other Tender Offer to which the Tender
Notice relates. The "Cutoff Time" for any Tender Offer shall mean the
earlier of (x) two Business Days prior to the earliest expiration of
such Tender Offer (the term "expiration" as used herein shall not be
deemed to include termination by the offeror prior to the scheduled
expiration) and (y) two Business Days prior to the end of any
proration period relating to such Tender Offer (provided that this
Clause (y) shall only apply if the Tender Notice was given at least
five Business Days prior to the end of such proration period). If,
after giving a Tender Notice, the Trust determines not to tender into
any Tender Offer to which the Tender Notice relates (which the Trust
may do at any time prior to receipt of a Tender Exer-

5
29
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

cise Notice, as hereinafter contemplated), the Trust shall promptly
advise the Company thereof by giving written notice rescinding such
Tender Notice.

(ii) The Company shall have the right, exercisable
by written notice to the Trust (the "Tender Exercise Notice") actually
received by the Trust prior to the earliest Cutoff Time of any Tender
Offer to which the Tender Notice relates (the "Tender Exercise
Deadline"), to purchase (or to cause its designee(s) to purchase) all,
but not less than all, of the Tendered Shares specified in such Tender
Notice, for cash, at the Purchase Price (as hereinafter defined with
respect to this Section 3.03(b)). No extension of the expiration date
or proration period under any Tender Offer, which extension occurs
subsequent to the Tender Exercise Deadline, shall be deemed to
reinstate or extend beyond the Tender Exercise Deadline the Company's
right to give a valid Tender Exercise Notice under this Section
3.03(b). The "Purchase Price" as used in this Section 3.03(b) shall
mean the highest price per share of Manville Common Stock paid or
payable (or if no price was paid or payable, the highest price per
share offered) at any time by any offeror pursuant to any Tender Offer
to which the Tender Notice relates.

(iii) Upon delivery of the Tender Exercise Notice
(and notwithstanding any designation by the Company of a third party
as purchaser), the Company shall be legally obligated to consummate
the purchase contemplated thereby and shall be liable in damages to
the Trust if for any reason the purchase is not consummated. An
aggregate amount equal to the Purchase Price times the number of
Tendered Shares shall be paid by the Company to the Trust not more
than ten Business Days after the earlier of the date on which (x) all
Tender Offers to which the Tender Notice relates have expired or been
terminated without any shares of Manville Common Stock being purchased
thereunder and (y) shares of Manville Common Stock are first purchased
by any offeror pursuant to a Tender Offer to which the Tender Notice
relates. The certificate or certificates representing the Tendered
Shares, accompanied by stock powers duly executed in blank or duly
executed instruments of transfer and any other documents that are
necessary to transfer good and marketable title to such Tendered
Shares, shall promptly be delivered by the Trust to the Company (or
its de-

6
30
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

signee(s)) upon the Trust's receipt of such payment. If any Tender
Offer to which the Tender Notice relates remains outstanding at the
date such payment is to be made by the Company to the Trust, the
amount of such payment shall be calculated as though each such
outstanding Tender Offer would expire without any increase in the
price being offered thereunder. If at any time shares of Manville
Common Stock are purchased by any offeror pursuant to any Tender Offer
to which the Tender Notice relates at a price per share which exceeds
the per share amount previously paid by the Company to the Trust with
respect to Tendered Shares, the Company shall pay to the Trust within
three Business Days after such higher price is paid or becomes payable
an amount in cash equal to the product of the number of Tendered
Shares times such excess.

(iv) If the Company does not give a Tender Exercise
Notice prior to the Tender Exercise Deadline, the Tendered Shares may
be sold to any offeror pursuant to any Tender Offer to which the
Tender Notice relates, provided that if such Tendered Shares are not
tendered pursuant to any such Tender Offer, the Company shall again
have a right of first refusal under the terms of this Section 3.03(b)
with respect to any shares of Manville Common Stock subsequently
proposed to be tendered by the Trust pursuant to any other Tender
Offer.

(c) Purchase Price. For purposes of this Section 3.03, if
the consideration paid or offered by any third party consists of all cash, the
price paid or offered for purposes of determining the Purchase Price shall be
the amount of the cash paid or offered. If the consideration paid or offered
by any third party consists in whole or in part of property (including debt
instruments) other than cash, the price paid or offered for purposes of
determining the Purchase Price shall be the amount of cash paid or offered, if
any, plus the value of the property other than cash. If the Trust has a choice
between cash and property other than cash, the price paid or offered for
purposes of determining the Purchase Price shall be the higher of the cash or
the value of such property. The value of any property other than cash will be
determined as promptly as practicable by agreement between a nationally
recognized investment banker selected by the Company and a nationally
recognized investment banker selected by the Trust (or if such investment
bankers have not agreed upon a value for such property within three Business

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31
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Days after appointment, by a third nationally recognized investment banker
selected by the investment bankers for the Trust and the Company, or if such
investment bankers cannot agree on a third investment banker, by an investment
banker selected by the President of the Securities Industry Association). If
either the Trust or the Company fails to appoint an investment banker within
two Business Days after the other's request, the investment banker appointed by
the other shall make the determinations contemplated by this Section 3.03(c) in
its sole professional judgment. The value of any securities shall be the fair
market value of such securities determined on a fully distributed basis, and
the value of any property other than cash that does not consist of securities
shall be the fair market value of such property. In the event a determination
of the value of property other than cash under this Section 3.03(c), is
required, the payment provided for in Section 3.03(a) or (b) shall initially be
made with respect to any cash that had been offered to the Trust and any
property to the extent to which its value has been agreed upon. Any additional
payment due to the Trust on account of property other than cash for which a
value determination is required hereunder shall be made immediately following,
and in accordance with, such value determination.

3.04. Registration Rights.

(a) Shelf Registration. Whenever, from time to time, the
Trust shall so request in writing and to the extent permitted by law, the
Company shall use its best efforts to register all shares of Manville Common
Stock held by the Trust (or a portion of such shares, if so requested by the
Trust) under Rule 415 under the Securities Act (or an equivalent or successor
provision) (a "Shelf Registration") and shall keep such registration in effect
at all times that the Trust holds any shares of Manville Common Stock or until
the Trust notifies the Company in writing that the registration no longer need
remain effective. If either the Trust or the Company deems it necessary to
obtain a determination from the appropriate regulatory authorities that a Shelf
Registration is permitted by law, the Company shall use its best efforts, in
cooperation with the Trust, to obtain such a determination.

(b) Registration Upon Request. If at any time a Shelf
Registration is not in effect with respect to all shares of Manville Common
Stock issued directly to the Trust by Manville and held at such time by the
Trust, and the Trust shall request

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32
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

in writing that the Company effect the registration under the Securities Act of
any shares of Manville Common Stock held by it (which request shall specify the
aggregate number of shares intended to be offered and sold by the Trust, shall
describe the nature or method of the proposed offer and sale thereof and shall
contain an undertaking by the Trust to cooperate with the Company in order to
permit the Company to comply with all applicable requirements of the Securities
Act and the rules and regulations thereunder and to obtain acceleration of the
effective date of the registration statement), the Company shall, as
expeditiously as possible, use its best efforts to effect the registration of
the shares which the Trust has requested it to register on an appropriate form
under the Securities Act and to keep such registration in effect for a period
of nine months or for such lesser period as shall be required to complete the
distribution of all the shares covered thereby. The registration rights
contemplated by this Section 3.04(b) may be exercised from time to time in the
discretion of the Trust with respect to all or any part of the shares of
Manville Common Stock that the Trust is permitted under this Agreement to sell
at any such time, provided that the Company shall have no obligation to file a
registration statement in any January or earlier than two months after the date
on which any other registration statement filed pursuant to Sections 3.04(a) or
(b) of this Agreement ceases to be in effect.

(c) Registration Procedures. At any time that the Company is
obligated to use its best efforts to effect the registration under the
Securities Act of any shares of Manville Common Stock held by the Trust
pursuant to Sections 3.04(a) or (b), the Company shall, as expeditiously as
possible:

(i) prepare and file with the Commission a
registration statement on the appropriate form with respect to such
shares and use its best efforts to cause such registration statement
to become effective;

(ii) before filing a registration statement or
prospectus or any amendments or supplements thereto, furnish to the
Trust and its counsel (and to any Person designated by the Trust or
such counsel) copies of all documents proposed to be filed with the
Commission, which documents will be subject to the review and comment
of the Trust and such counsel, and, if requested by such counsel, to
the insertion of material that, in the judgment of such counsel,
should be

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33
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

included (subject, however, to the reasonable approval of counsel to
the Company);

(iii) take such action (including filing with the
Commission amendments and supplements to the registration statement
and the prospectus used in connection therewith) as may be necessary
to keep such registration statement effective for the period of time
required under Section 3.04(a) or (b);

(iv) furnish to the Trust and each underwriter of
the shares being sold such number of copies of (w) such registration
statement (including all exhibits thereto), (x) each amendment and
supplement thereto (in each case including all exhibits thereto), (y)
the prospectus included in such registration statement (including each
preliminary prospectus) and (z) such other documents, as the Trust and
each such underwriter may reasonably request in order to facilitate
the distribution of such shares;

(v) promptly deliver to the Trust, each managing
underwriter of the shares, and their respective counsel copies of all
correspondence between the Commission and the Company, its counsel or
auditors and all memoranda relating to discussions with the Commission
with respect to any such registration statement;

(vi) furnish, at the request of the Trust, on each
date that such shares are delivered to underwriters for sale pursuant
to such registration statement or, if such shares are not being sold
through underwriters, on each date the registration statement with
respect to such shares becomes effective (or, if the shares are
registered pursuant to a Shelf Registration, on the date such Shelf
Registration becomes effective and on each date a post-effective
amendment of such Shelf Registration becomes effective) (x) an
opinion, dated such date, of counsel representing the Company for the
purposes of such registration, addressed to the underwriters, if any,
and to the Trust, substantially to the effect that (A) the
registration statement, related prospectus, and each amendment or
supplement thereto (including documents incorporated by reference
therein), complied, when declared effective with respect to
registration statements and otherwise when filed, as to form in all
material respects with the requirements of the Securities Act or the

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34
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Exchange Act, as the case may be, and the applicable rules and
regulations of the Commission thereunder (except that such counsel
need express no opinion as to the financial statements and other
financial data contained therein), (B) such counsel believes that the
registration statement (and any amendment thereto or document
incorporated by reference therein), at the time such registration
statement became effective (or in the case of an amendment or document
incorporated by reference, at the time it was filed), did not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading and that the prospectus as amended or
supplemented, if applicable (including documents incorporated by
reference therein), on the date of such opinion, does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading (except that
such counsel need express no belief as to the financial statements and
other financial data contained in the registration statement or the
prospectus), (C) all of the shares of Manville Common Stock then
outstanding have been duly authorized, validly issued and are fully
paid and nonassessable, and (D) such other legal matters with respect
to the registration statement and the Company as the underwriters, if
any, or the Trust may reasonably request and (y) a letter, dated such
date, from the Independent certified public accountants of the
Company, addressed to the underwriters, if any, and to the Trust,
stating that they are "independent" certified public accountants
within the meaning of the Securities Act and that the financial
statements and other financial data of the Company included in the
registration statement or the prospectus, or any amendment or
supplement thereto (including, in each case, documents incorporated by
reference therein), comply as to form in all material respects with
the applicable accounting requirements of the Securities Act; such
letter from the accountants shall additionally cover such other
financial matters (including information as to the period ending not
more than five Business Days prior to the date of such letter) with
respect to the registration statement that is of the type ordinarily
included in accountants' "comfort letters" to underwriters as the
underwriters, if any, or the Trust may reasonably request;

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35
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

(vii) use its best efforts to register or qualify
the shares covered by such registration statement under the securities
or blue sky laws of such jurisdictions in the United States as the
Trust shall reasonably request, considering the nature and size of the
offering, and do any and all other acts and things which may be
necessary or desirable to enable the Trust and any underwriter of such
shares to consummate the public sale or other disposition in each such
jurisdiction of such shares, provided that in connection therewith the
Company shall not be required to file a general consent to service of
process in any jurisdiction or to qualify to do business in any
jurisdiction where it is not then qualified;

(viii) notify the Trust and any underwriter of such
shares, at any time when a prospectus relating to such shares is
required to be delivered under the Securities Act, of the happening of
any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and promptly
prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such shares, such prospectus
will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading;

(ix) enter into such customary agreements (including
an underwriting agreement in customary form) and take all such other
customary actions as the Trust or the underwriters of such shares
reasonably request in order to expedite or facilitate the disposition
of the shares;

(x) make available, upon reasonable notice and
during business hours, for inspection by the Trust, any underwriter
participating in any distribution pursuant to such registration
statement and any attorney, accountant or other agent retained by the
Trust or any such underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and
properties of the Company (collectively, the "Records") as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company and its officers,

12
36
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

directors and employees to supply all information reasonably requested
by any such Inspector, in connection with such registration statement;
provided that none of such Records shall be photocopied by the
Inspectors and any such inspection shall be conducted in a manner that
does not unreasonably interfere with the normal business operations of
the Company. Records which the Company determines, in good faith, to
be confidential and which it notifies the Inspectors in writing are
confidential shall not be disclosed to the Inspectors and only may be
reviewed by counsel for the Trust and for any underwriter;

(xi) notify the Trust of any stop order issued or,
to the knowledge of the Company, threatened by the Commission and take
all reasonable actions required to prevent the entry of such stop
order or to remove it if entered;

(xii) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission; and

(xiii) if the Trust has requested registration of
shares pursuant to Section 3.04(b), notify the PD Trust that the Trust
has requested a registration of shares of Manville Common Stock
pursuant to this Agreement and give the PD Trust an opportunity to
participate in such registration.

The Company may request that the Trust furnish to the Company
information regarding the Trust and the disposition of the Trust's shares, and
the Trust agrees to furnish such information to the Company and any other
information as the Company may reasonably request.

The Trust agrees that, upon receipt of any notice from the
Company of any event of the kind described in Paragraph (viii) of this Section
3.04(c), the Trust will forthwith discontinue distribution of shares of
Manville Common Stock pursuant to the registration statement covering such
shares until the Trust's receipt of the copies of the supplemented or amended
prospectus contemplated by such Paragraph. If the Company shall give any such
notice, the period stated in Section 3.04(b) during which the Company must keep
a registration statement in effect, if applicable, shall be extended by the
number of days during the period from and including the date of the giving of
such notice

13
37
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

pursuant to Paragraph (viii) of this Section 3.04(c) to and including the date
when the Trust shall have received the copies of the supplemented or amended
prospectus contemplated by Paragraph (viii) of this Section 3.04(c).

If any such registration statement refers to the Trust by name
or otherwise as the holder of any shares of Manville Common Stock, then the
Trust shall have the right to require the insertion therein of language, in
form and substance satisfactory to the Trust and the Company, to the effect
that the holding by the Trust of such shares is not to be construed as a
recommendation by the Trust or any of the Trustees of the investment quality of
the shares covered thereby and that such holding does not imply that the Trust
will assist in meeting any future financial requirements of the Company.

(d) Registration Expenses. The Company agrees to pay all
costs and expenses in connection with any registration pursuant to this Section
3.04 (whether or not any such registration shall become effective), including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky
qualifications of the shares), printing and duplicating expenses, messenger and
delivery expenses, fees and disbursements of counsel for the Company and all
independent certified public accountants (including the expenses of any annual
audit, special audit or "cold comfort" letters required by or incident to such
performance), securities acts liability insurance (if the Company elects to
obtain such insurance), the reasonable fees and expenses of any special experts
retained for the Company in connection with such registration and fees and
expenses of other Persons retained by the Company; provided that costs and
expenses to be paid by the Company shall not include fees and expenses of
counsel retained by the Trust and other out-of-pocket expenses of the Trust
(and any persons retained by the Trust to act as Inspectors) incurred in
connection with any registration and any underwriting discounts or commissions
attributable to the sale of the Trust's shares of Manville Common Stock.

(e) Indemnification.

(i) In each case of a registration of shares of
Manville Common Stock under the Securities Act pursuant to this
Section 3.04, the Company will indemnify and hold harm-

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38
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

less the Trust, each Trustee, each officer of the Trust, each
underwriter for the Trust (as defined in the Securities Act) and each
other Person, if any, who controls the Trust or any such underwriter
within the meaning of the Securities Act or the Exchange Act from and
against any and all losses, claims, damages and liabilities (including
the fees and expenses of counsel in connection with any governmental
or regulatory investigation or proceeding), caused by an untrue
statement or alleged untrue statement of a material fact contained in
any registration statement under which such shares of Manville Common
Stock were registered under the Securities Act and/or under the
securities or blue sky laws of any jurisdictions in the United States,
any prospectus or preliminary prospectus contained therein or any
amendment or supplement thereto (including, in each case, documents
incorporated by reference therein), or caused by any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except that the Company shall not be liable to indemnify a
party seeking indemnification insofar as such losses, claims, damages
or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating
to the party seeking indemnification and furnished to the Company in
writing by such party expressly for use therein; provided that the
foregoing indemnification with respect to a preliminary prospectus as
then amended or supplemented shall not inure to the benefit of any
underwriter (or to the benefit of any Person controlling such
underwriter) from whom the Person asserting any such losses, claims,
damages or liabilities purchased shares of Manville Common Stock if a
copy of the final prospectus as then amended or supplemented had not
been sent or given to such Person at or prior to written confirmation
of the sale of such shares to such Person and the untrue statement or
omission of a material fact contained in such preliminary prospectus
was corrected in the final prospectus as then amended or supplemented.

(ii) In each case of a registration of shares of
Manville Common Stock under the Securities Act pursuant to this
Section 3.04, the Trust will indemnify and hold harmless the Company,
its directors, its officers who sign the registration statement and
each Person, if any, who controls the Company within the meaning of
the Securities Act or the

15
39
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Exchange Act, to the same extent as the foregoing indemnity from the
Company to the Trust, but only with reference to information relating
to the Trust and furnished to the Company in writing by the Trust
expressly for use in the registration statement, any prospectus or
preliminary prospectus contained therein or any amendment or
supplement thereto. The Trust will use best efforts to cause any
underwriters of shares of Manville Common Stock to be sold by the
Trust to indemnify the Company on the same terms as the Trust agrees
to indemnify the Company, but only with reference to information
relating to such underwriters.

(iii) In case any proceeding (including any
governmental investigation) shall be instituted involving any Person
in respect of which indemnity may be sought pursuant to this Section
3.04, such Person (the "Indemnified Party") shall promptly notify the
Person against whom such indemnity may be sought (the "Indemnifying
Party") in writing and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others
the Indemnifying Party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (x) the
Indemnifying Party has agreed to the retention of such counsel at its
expense or (y) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more
than one separate firm qualified in such jurisdiction to act as
counsel for all such Indemnified Parties, except that, if the Company
is the Indemnifying Party, it shall be responsible for up to two such
firms, one for the Trust (and all of its affiliated Indemnified
Parties) and one for all of the underwriters as a group (and all of
their affiliated Indemnified Parties). Such firm shall be approved as
satisfactory in writing by the Trust in the case of parties
indemnified pursuant to Paragraph (i) of

16
40
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Section 3.04(e) and by the Company in the case of parties indemnified
pursuant to Paragraph (ii) of Section 3.04(e). The Indemnifying Party
shall not be liable for any settlement of any proceeding effected
without its written consent but if settled with such consent or if
there be a final, nonappealable judgment for the plaintiff, the
Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or
judgment.

(iv) The indemnification of any underwriter pursuant
to Paragraphs (i) and (ii) of Section 3.04(e) shall be on such other
terms and conditions as are at the time customary and reasonably
required by underwriters in public offerings, including providing for
contribution in the event indemnification provided in this Section
3.04 is unavailable or insufficient.

ARTICLE IV

GENERAL COVENANTS

4.01. Covenants of the Trust.

(a) [Reserved]

(b) The Trust shall provide to the Company, as and when
available, the reports prepared pursuant to Section 3.02(d) of the Trust
Agreement and the budgets and projections prepared pursuant to Section 3.02(e)
of the Trust Agreement.

(c) The Trust shall provide all information to, and
otherwise fully cooperate with, the Company, to the extent necessary to permit
the Company to timely file such income tax and other returns or statements as
required to comply with applicable provisions of the Internal Revenue Code and
of any state law and the regulations promulgated thereunder and shall provide to
the Company all other information reasonably requested by the Company to enable
it to prepare and file any reports or other documents required by any
governmental agency.

(d) The Company has the right to inspect the accounts of
the Trust and to discuss the affairs, finances and accounts of the Trust with,
and to be advised as to the same by, the Trustees

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41
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

and the officers of the Trust, all at such reasonable times and intervals as
the Company may desire and at the expense of the Company.

4.02. Covenants of the Company.

(a) [Reserved]

(b) [Reserved]

(c) Maintenance of Corporate Existence. The Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect the corporate existence, rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided that the Company shall
not be required to preserve any right or franchise if its board of directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries and that the loss
thereof is not disadvantageous in any material respect to the Trust.

(d) [Reserved]

(e) To Keep Books; Reports to the Trust. The Company and
its Subsidiaries at all times will keep on a consolidated basis true and
complete books of record and account, in accordance with generally accepted
accounting principles, and will furnish to the Trust:

(i) [Reserved]

(ii) [Reserved]

(iii) [Reserved]

(iv) [Reserved]

(v) within 100 days after the end of each Fiscal
Year and within 55 days after the end of the first, second and third quarterly
periods of each Fiscal Year, a certificate of any two responsible officers (for
purposes of this Agreement, a "responsible officer" shall mean any of the chief
executive officer, the chief financial officer, the general counsel, the
Treasurer, the Controller and the Vice-President Corporate Finance of the
Company who is knowledgeable as to the matters

18
42
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

subject to certification) and (x) stating, to the best of such officers'
knowledge after reasonable inquiry, that the Company has observed or performed
all its covenants and other agreements under Sections 2.03, 2.04 and 4.02, and
that the representations and warranties contained in Article V are true in all
material respects, or if in their opinion the Company has failed in any such
respect and the Company has not previously disclosed such failure in writing to
the Trust, specifying the nature and status of all such failures and (y)
stating that, to the best of such officers' knowledge after reasonable inquiry,
no Default or Event of Default exists under the Second Bond or the Other
Agreements or if in their opinion a Default or Event of Default exists,
specifying the nature and status thereof; and

(vi) [Reserved]

(vii) promptly, such other information as the Trust
may, from time to time, reasonably request.

(f) Inspection. The Trust has the right, except as to trade
secrets and similar confidential information, to visit and inspect any of the
properties of the Company and its Subsidiaries and to discuss the affairs,
finances and accounts of the Company and its Subsidiaries with, and to be
advised as to the same by, its and their officers, all at such reasonable times
and intervals as the Trust may desire, and the Company will use its best
efforts to make such right available to the Trust with respect to any Affiliate
of the Company. All out-of-pocket expenses of the Trust incurred in connection
with the foregoing shall be borne by the Trust.

(g) [Reserved]

(h) [Reserved]

(i) [Reserved]

(j) Trust Directors. Management's nominees for any election
of the directors of the Company will include two nominees approved by the Trust
and the Company shall use its best efforts, consistent with its efforts on
behalf of its other nominees, to have such nominees elected.

(k) [Reserved]

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43
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

(l) [Reserved]

(m) [Reserved]

(n) Confidentiality. The Company shall retain in strict
confidence all information supplied to it by the Trust pursuant to Section
4.01, except to the extent that (i) the Company is compelled to disclose such
information as a result of court order, subpoena or similar legal duress or, in
the opinion of counsel to the Company, is otherwise required to disclose such
information to any governmental department, agency, authority, commission or
other body, it being understood that the Company shall consult with the Trust
upon receiving such an order or subpoena or in connection with obtaining such
an opinion as part of its good faith determination as to whether disclosure is
required, (ii) any such information is or becomes generally available to the
public other than as a result of a disclosure by the Company or its
Subsidiaries or any of their employees, representatives or agents or (iii) any
such information is obtained or developed by the employees, representatives or
agents of the Company or any of its Subsidiaries independently of, and without
reference to or use of, information supplied by the Trust pursuant to Section
4.01.

(o) [Reserved]

(p) [Reserved]

(q) Amendment of Class 6 Indenture. The Company shall not
enter into any amendments to the Class 6 Indenture or the Class 6 Interest
Indenture or any supplemental Class 6 Indentures or Class 6 Interest Indentures
if such amendment or supplemental indenture would impair any of the rights of
the Trust under this Agreement, the Second Bond or the Other Agreements.

(r) Certain Transactions Restricted. So long as the Trust
shall own more than 20% of the then issued and outstanding shares of Manville
Common Stock, the Company shall not, without the prior written consent of the
Trust:

(i) enter into any joint venture or similar arrangement,

20
44
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

(ii) sell, issue or otherwise dispose of less than all of the
stock or of any other securities of any Subsidiary, or

(iii) amend the articles of incorporation or by-laws of any
Subsidiary,

if any such action, arrangement or any document relating to any of the above,
contains provisions which would (A) impair or otherwise limit the right of the
Trust or any transferee of the Trust to vote its shares of Manville Common
Stock or (B) impose any penalty on the Company or, as a stockholder of the
Company, on the Trust or any transferee of the Trust, upon a change in control
of the Company.

(s) Limitation on Liens. Until the date on which the Second
Bond is paid, prepaid or repurchased in full, at which time the provisions of
this Section 4.02(s) shall automatically cease to have any force or effect, the
Company shall not secure, and shall not permit any of its Subsidiaries to
secure, the Class 6 Interest Debentures by any mortgage, pledge, charge, lien,
security interest or other encumbrance upon any of the present or future
revenues or assets of the Company or its Subsidiaries without at the same time
equally and ratably securing the Second Bond so as to rank pari passu with the
Class 6 Interest Debentures.

(t) Adjusted Consolidated Tangible Net Worth. Until the
date on which the Second Bond is paid, prepaid or repurchased in full, the
Company's Adjusted Consolidated Tangible Net Worth (as defined below) at the
end of each quarterly fiscal period of each Fiscal Year shall not be less than
$150,000,000. "Adjusted Consolidated Tangible Net Worth" of the Company, at
the end of a quarterly fiscal period of a Fiscal Year, means total
stockholders' equity of the Company and its consolidated Subsidiaries as of
such date determined on a consolidated basis in accordance with generally
accepted accounting principles, less amounts (net of applicable deferred taxes
relating to such amounts) attributable to unamortized deferred charges,
unamortized debt discount and expense, goodwill, patents, trademarks, service
marks, trade names, copyrights, franchises, licenses and similar rights,
organization, reorganization or developmental expenses, increases in the book
value of any assets of the Company and its consolidated Subsidiaries as a
result of any revaluation of such assets (other than any such increases result-

21
45
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

ing from regular periodic revaluations required under generally accepted
accounting principles) and other intangible items; it being understood that (x)
deferred net tax assets to the extent determined in accordance with generally
accepted accounting principles and included in the Company's consolidated
financial statements for such quarterly fiscal period, shall not be deducted in
determining Adjusted Consolidated Tangible Net Worth and (y) assets relating to
the Company's pension plans shall be deducted, net of applicable deferred taxes
relating to such assets, in determining Adjusted Consolidated Tangible Net
Worth.

4.03. Computation Dispute Resolution. The Company's
computations of Adjusted Consolidated Tangible Net Worth made pursuant to
Section 4.02(t) shall be deemed to be accepted by the Trust and shall be
conclusive for the purposes of this Agreement and the Second Bond unless the
Trust, within 20 Business Days after the date on which the computation in
question was delivered to the Trust and the work sheets and other documents
prepared in connection therewith made available for inspection by or delivered
to the Trust, shall have delivered a written notice to the Company stating each
and every item to which it takes exception as not being computed in accordance
herewith or as having computation errors, specifying in detail the nature and
extent of any such exception. In the event that the Trust gives written notice
within such period of any such exception to a computation made pursuant to
Section 4.02(t), then the Company and the Trust, or the Company's accountants
and the Trust's accountants, respectively, shall attempt to resolve all
differences on a mutually acceptable basis. To the extent that such
differences are not so resolved within ten Business Days after the delivery of
the written exceptions to the disputed computation, the questions giving rise
to such differences shall be submitted as soon as practicable (and, in any
event, not later than 20 Business Days thereafter) to any nationally recognized
firm of Independent certified public accountants acceptable to both the Company
and the Trust (the "Accountants") for final determination. The Company and the
Trust each shall pay one-half of any fees charged by the Accountants in
connection with any such determination. Any agreement by the Company and the
Trust or by the Company's accountants and the Trust's accountants, or any
determination by the Accountants as to the proper resolution of any item shall
be conclusive and binding upon the Company and the Trust for the purposes
hereof; and the computation of Adjusted Consolidated Tangible Net Worth
referred to in Section 4.02(t) as so reconciled shall be deemed to be the
computation made pursuant to

22
46
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Section 4.02(t) for all purposes of this Agreement, the Second Bond, the Plan
and any Schedule, Annex or Exhibit to any of the foregoing. Payments due under
this Agreement, the Second Bond and the Other Agreements shall be made on the
dates required herein and therein to the extent mandated by those portions of
the computations which are undisputed on such payment dates. Additional
payments which are mandated by the binding computations reached after dispute
resolution pursuant to this Section 4.03 shall be made promptly following such
dispute resolution, with interest on such additional payments from the required
payment date to the actual payment date at a rate of 10% per annum.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.01. Organization, Etc. The Company represents and warrants
that it and each of its Subsidiaries (a) is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation; and (b) has all requisite corporate power and authority,
licenses, permits and franchises to own or lease and operate its properties and
carry on its business as presently being conducted. The Company further
represents and warrants that it has all requisite corporate power and authority
to execute and deliver, and perform its obligations under, this Agreement.

5.02. Authorization. The Company represents and warrants
that (a) it has taken all necessary corporate action to authorize the execution
and delivery of, and performance of its obligations under, this Agreement and
(b) this Agreement has been duly and validly authorized, executed and delivered
by the Company and constitutes the valid and binding obligation of the Company
in accordance with its terms.

ARTICLE VI

MISCELLANEOUS

6.01. Termination. This Agreement shall terminate and the
provisions hereof be of no further force and effect as of the Termination Date;
provided that this Agreement may be terminated

23
47
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

at any time, and the provisions hereof be thereupon of no further force and
effect, if the Company and the Trust so agree in writing.

6.02. Amendments; Waiver. This Agreement, other than Section
6.13, may be modified, supplemented or amended, or the provisions hereof
waived, at any time and from time to time in writing signed by each party
hereto. If either party hereto shall request an amendment of the definition of
"Fiscal Year" as it applies to such party, the other party hereto shall agree
thereto, provided that if the definition of "Fiscal Year" is so amended,
corresponding amendments shall be made to this Agreement, the Second Bond and
any other agreements between the Trust and the Company so that payments from
the Company to the Trust hereunder and under the Second Bond and such other
agreements (as so amended) shall be substantially the same as those provided
for in this Agreement, the Second Bond and such other agreements as originally
executed and delivered.

6.03. Severability. Should any provision in this Agreement
be determined to be invalid or unenforceable in any jurisdiction, such
determination shall in no way limit or affect the validity or enforceability
and operative effect of any other provisions of this Agreement or affect the
validity or enforceability of any of the provisions of this Agreement in any
other jurisdiction.

6.04. Notices. Any notices or other communications required
or permitted in connection with this Agreement shall be in writing and
delivered at the addresses designated below, or sent by telex or telecopy
pursuant to the instructions listed below, or mailed by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows, or to
such other address or addresses as may hereafter be furnished by one party to
the other in compliance with the terms hereof.

24
48
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

To the Trust: with a copy to:

Manville Personal Injury Xxxxxxx Leisure Xxxxxx &
Settlement Trust Irvine
0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx 00 Xxxxxxxxxxx Xxxxx
Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxx 00000 Fax: (000) 000-0000
Xxxxxxx, XX 00000 Attention: XXXXXX X. XXXXXX
Fax: (000) 000-0000
Attention: XXXXX X. XXXXXXX

To the Company: with a copy to:

Manville Corporation Xxxxx Xxxx & Xxxxxxxx
000 00xx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Attention: XXXXXXX X. XXX XXXX Attention: XXXXXXX X. CASE

and and

Kaye, Scholer, Fierman, Skadden, Arps, Slate,
Xxxx & Handler Xxxxxxx & Xxxx
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Attention: XXXXXXX X. XXXXXXX Attention: XXXXXXXX X. XXXXXX

and

Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: XXXXXXX X. XXXXXX

in each case, with a copy to:

Fried, Frank, Harris,
Xxxxxxx & Xxxxxxxx
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: XXXX XXXXXXXXX

25
49
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

All such notices and communications shall be effective when
delivered at the designated addresses or when the telex or telecopy
communication is received at the designated addresses and confirmed by the
recipient by return telex or telecopy in conformity with the provisions hereof.

6.05. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, but such
counterparts shall together constitute but one and the same instrument.

6.06. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that neither the Trust nor
the Company may assign or otherwise transfer any of its rights or obligations
under this Agreement except, in the case of the Trust, as contemplated by
Section 6.02 of the Trust Agreement.

6.07. Entire Agreement; No Waiver. The entire agreement of
the parties relating to the subject matter of this Agreement, the Second Bond,
and the Other Agreements is contained herein and therein, and this Agreement,
the Second Bond, and the Other Agreements supersede any other prior oral or
written agreements concerning the subject matter hereof and thereof. No
failure or delay to exercise any right, power or privilege hereunder or
thereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
further exercise thereof or of any other right, power or privilege. The rights
and remedies herein and therein provided are cumulative and not exclusive of
rights under law or in equity.

6.08. Headings. The headings used in this Agreement are
inserted for convenience only and neither constitute a portion of this
Agreement nor in any manner affect the construction of the provisions of this
Agreement.

6.09. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

6.10. Third Parties. This Agreement constitutes an agreement
solely between the parties hereto, and, except as

26
50
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

provided in Section 3.04(e) and Section 6.13. is not intended to and shall not
confer any rights, remedies, obligations or liabilities, legal or equitable, on
any person other than the parties hereto and their respective successors or
assigns, or otherwise constitute any Person a third party beneficiary under or
by reason of this Agreement.

6.11. Survival of Representations, Warranties, Covenants and
Agreements. All representations, warranties, covenants and agreements made in
this Agreement or in certificates delivered pursuant hereto shall be deemed to
have been relied upon by the party to whom made, notwithstanding any
investigations heretofore or hereafter made by such party or on such party's
behalf. Unless clearly worded otherwise, all such representations, warranties,
covenants and agreements shall continue in full force and effect so long as
this Agreement is in effect.

6.12. [Reserved]

6.13. Agreements of the Company and the Trust with Respect to
Certain Liens. For the express benefit of the holders of the Class 6 Notes,
the indenture trustee for the Class 6 Notes, the Class 6 Interest Debentures,
the indenture trustee for the Class 6 Interest Debentures and the Designated
Debt, the Company agrees that it will not grant, and the Trust agrees that it
will not accept, receive or hold any mortgage, pledge, charge, lien, security
interest or other encumbrance securing the Designated Debt to be received by
the Trust under the Plan if any instrument governing or relating to any of the
Designated Debt, the Class 6 Notes or the Class 6 Interest Debentures (i)
prohibits the granting of the same to secure such Designated Debt or (ii)(A)
requires the same to equally and ratably secure any of the Designated Debt, the
Class 6 Notes or the Class 6 Interest Debentures and (B) such requirements for
equal and ratable securing are not complied with. The Company and the Trust
hereby acknowledge that the indenture trustee for the Class 6 Notes, the
indenture trustee for the Class 6 Interest Debentures, any holder of any Class
6 Notes, Class 6 Interest Debenture or any Designated Debt shall have standing
and power to enforce this Section 6.13.

6.14. Automatic Waivers under the PD Supplemental Agreement.
To the extent the Trust has the exclusive right under Section 6.02 of the PD
Supplemental Agreement to waive compliance by the Company and its Subsidiaries
with any of the covenants set forth in Article IV of the PD Supplemental
Agreement, the Trust hereby irrevocably waives such compliance to the extent
the

27
51
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

Company's covenants thereunder are different than the Company's covenants under
Article IV hereof.

6.15. Effective Date. The amendment and restatement of the
Supplemental Agreement pursuant to this Agreement shall be effective as of the
date first above written, and from and after said date the Supplemental
Agreement shall continue in full force and effect as amended and restated
hereby.

28
52
SECOND AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers as of the
day and year first above written.

MANVILLE CORPORATION

By: /s/
-----------------------------------
Name:
Title:

MANVILLE PERSONAL INJURY
SETTLEMENT TRUST

By: /s/
-----------------------------------
Name:
Title:

29
53
GLOSSARY

EXHIBIT A TO
SECOND AMENDED AND RESTATED
SUPPLEMENTAL AGREEMENT

GLOSSARY OF DEFINED TERMS*

Adjusted Consolidated Net Earnings for any Fiscal Year means
Consolidated Net Earnings of the Company computed without giving effect to any
accretion of, or dividend payment on, the Series B Preference Stock and before
giving effect to any payments made pursuant to Section 2.03 of the Supplemental
Agreement, in each case whether or not in accordance with generally accepted
accounting principles.

Affiliate of a Person means (i) a Subsidiary of such Person, (ii) a
Person which owns, either alone or with or through one or more Affiliates,
directly or indirectly, securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such Person and (iii) a Subsidiary of any
Affiliate of such Person; provided that neither the Trust nor the PD Trust
shall be deemed an Affiliate of any of the Debtors.

Aggregate Value of the PD Trust Estate as of any date, shall be equal
to the sum, on such date, of (i) all cash then held in the PD Trust Estate,
(ii) all Cash Settlement Proceeds payable to the PD Trust with respect to all
Settlement Agreements then in effect, (iii) the amount specified in clause
(iv)(y) of the definition of Aggregate Value of the Trust Estate, (iv) the
excess of (x) the aggregate value of the PD Insurance Coverage equal to the
maximum amount of Non-Cash Settlement Proceeds available with respect thereto
(less any portion thereof already utilized) to pay Property Claims and PD Trust
Expenses as determined by a Settlement Agreement or by Final Order, or, if
there is no Settlement Agreement or Final Order with respect to such PD
Insurance Coverage, to the amount of Non-Cash Settlement Proceeds estimated by
agreement of the PD Trustees and the Chief Financial Officer of the Company to
be collectible from the insurer with respect to such PD Insurance Coverage to
pay Property Claims under such Policy in respect of Property Claims and PD
Trust Expenses, over (y) any amount, which would be payable to the Trust
pursuant to Section 2.06(e) of the PD Supplemental Agreement with respect to
such PD Insurance Coverage, as so valued, (v) the aggregate Market Value of

____________________

* Unless the context requires otherwise, all capitalized terms used within
these definitions have the meanings assigned to them elsewhere in this
Glossary.
54
GLOSSARY

any securities then held by the PD Trust and (vi) the fair market value, as
determined by the PD Trustees on any reasonable basis, of all other assets then
held by the PD Trust (which assets shall not be deemed to include the Second
Bond or amounts payable under the PD Supplemental Agreement). In valuing Cash
Settlement Proceeds and Non-Cash Settlement Proceeds under Clauses (ii) and
(iv) above, no value shall be assigned to any amount that is or may be payable
by an insurance company whose rating at the time of valuation by Best's
Insurance Reports is lower that "A" for any reason, unless such payment is
secured by an irrevocable letter of credit or comparable security arrangement
acceptable to the PD Trust.

Aggregate Value of the Trust Estate as of any date shall be equal to
the sum, on such date, of (i) all cash then held in the Trust Estate, (ii) all
Cash Settlement Proceeds payable to the Trust with respect to all Settlement
Agreements then in effect, (iii) the amount specified in clause (iv)(y) of the
definition of Aggregate Value of the PD Trust Estate, (iv) the excess of (x)
the aggregate value of Insurance Coverage equal to the maximum amount of
Non-Cash Settlement Proceeds available with respect thereto (less any portion
thereof already utilized) to pay Trust Claims and Trust Expenses, as determined
by a Settlement Agreement or by Final Order, or if there is no Settlement
Agreement or Final Order with respect to such Insurance Coverage, to the amount
of Non-Cash Settlement Proceeds estimated by agreement of the Trustees and the
Chief Financial Officer of the Company to be collectible from the insurer with
respect to such Insurance Coverage to pay Trust Claims and Trust Expenses, over
(y) any amount which would be payable to the PD Trust pursuant to Section
2.06(d) of the PD Supplemental Agreement with respect to such Insurance
Coverage, as so valued, (v) the aggregate Market Value of any securities then
held by the Trust and (vi) the fair market value, as determined by the Trustees
on any reasonable basis, of all other assets then held by the Trust (which
assets shall not be deemed to include the Second Bond or amounts payable under
the Supplemental Agreement). In valuing Cash Settlement Proceeds and Non-Cash
Settlement Proceeds under Clauses (ii) and (iv) above, no value shall be
assigned to any amount that is or may be payable by an insurance company whose
rating at time of valuation by Best's Insurance Reports is lower than "A" for
any reason, unless such payment is secured by an irrevocable letter of credit
or comparable security arrangement acceptable to the Trust. The Aggregate
Value of the Trust Estate shall include the value of any assets held in escrow
pursuant to Section 3.05 of the PD Supplemental Agreement.

55
GLOSSARY

AH Claims means (a) all Claims (under any theory of law, equity or
admiralty) for death, personal injuries or personal damages (whether physical,
emotional or otherwise) to the extent caused or allegedly caused, directly or
indirectly, by exposure to asbestos (alone or as contained in
asbestos-containing products) and arising or allegedly arising, directly or
indirectly, from acts or omissions prior to the Confirmation Date of one or
more of the Debtors or the Canadian Companies including, without limitation,
all Claims for compensatory damages (such as loss of consortium, wrongful
death, survivorship, proximate, consequential, general and special damages) and
punitive damages and (b) all warranty, guarantee, indemnification or
contribution liabilities or obligations of any of the Debtors or Canadian
Companies to any other Person to the extent that such warranties, guarantees,
indemnifications or contribution responsibilities cover claims against such
other Person that would, if such claims had been made directly against any of
the Debtors or Canadian Companies, constitute AH Claims under Clause (a) above.

With respect to Claims for compensatory damages only, the substantive
law applicable to the settlement or trial of AH Claims against the Claims
Resolution Facility shall be the law which would have been applicable but for
the pendency of the Cases. In determining the applicable law, it will be
assumed that the action against the Claims Resolution Facility was (1) filed or
commenced (if not actually filed or commenced against any of the Debtors) at
the same time as an action by the Beneficiary asserting a claim that would have
been an AH Claim if asserted against any of the Debtors was filed against any
other Person and (2) tried or settled at the same time as the Beneficiary's
action was tried or settled (if actually tried or settled) with substantially
all defendants thereto, so that the law applicable will be the same as the law
applicable to the action against such other defendants. If the claim is
against any of the Debtors (or the Claims Resolution Facility) alone, it will
be assumed that the action against the Claims Resolution Facility was filed or
commenced (if not actually filed or commenced against any of the Debtors) at
the earliest time when the cause of action accrued and would have been reached
for trial when a similar action in the same venue on the same calendar would
have been reached for trial. All claims actually filed or commenced against
any of the Debtors shall be deemed to have been filed or commenced on such
actual date of filing or commencement. Notwithstanding and supplementing the
foregoing, the Beneficiary shall have the benefit of any revival statute
enacted in any jurisdiction where venue is proper which has the effect of
removing or tolling the bar or extending the period of the statute of
limitations, irrespective of whether the statute is deemed substantive or
procedural.

3
56
GLOSSARY

Allowed means:

A. With respect to a Claim or that portion of a Claim that is
liquidated as to amount on the Consummation Date, a Claim or such a portion of
a Claim (1) that has been timely filed with the Clerk of the Court or such
other party as the Court may direct (or may have directed) and which has not
been objected to or which is listed by the Debtors as not contingent,
unliquidated or disputed in the Schedules, in each case within such time as may
be prescribed by the Bankruptcy Rules promulgated by the Supreme Court of the
United States which became effective on August 1, 1983, as heretofore or
hereafter amended, or by a Final Order of the Court or (2) that has been
allowed by a Final Order of the Court;

B. With respect to a Claim or that portion of a Claim (other than a
Claim for contribution or indemnity which constitutes an AH Claim or Property
Claim) that is disputed, unliquidated as to amount or contingent on the
Consummation Date, a Claim or such portion of a Claim (1) that has been timely
filed with the Clerk of the Court or such other party as the Court may direct
(or may have directed) pursuant to a Final Order of the Court and (2)(a) has
been liquidated and fixed as to amount in accordance with the terms of the
Trust Agreement or the PD Trust Agreement, as the case may be, or (b) with
respect to Claims or portions of Claims other than AH Claims and Property
Claims, has been allowed by a Final Order of the Court; or

C. With respect to a Claim for contribution or indemnity which
constitutes an AH Claim or Property Claim and that is disputed, unliquidated as
to amount or contingent on the Consummation Date, a Claim which has been
allowed and the amount of which has been determined (1) if a Contribution Claim
or an Indemnity Claim, in accordance with the Co- Defendants Procedures, (2) if
a Property Claim, in accordance with the terms of the PD Trust Agreement and
(3) otherwise, by a Final Order of the Court or by a binding settlement
agreement.

Amended and Restated PD Supplemental Agreement means the agreement
dated as of November 15, 1990, among the Company, the Trust and the PD Trust,
as the same may be amended from time to time in accordance with Section 6.02
thereof.

Annual Bond Contingent Amount with respect to any Fiscal Year
commencing with Fiscal Year 2000 means (a) the aggregate dollar amount of Trust
Claims which became Liquidated during such Fiscal Year (whether or not actually
paid during such Fiscal Year) and all Trust Expenses other than Insurance
Indemnification Expenses paid

4
57
GLOSSARY

by the Trust during such Fiscal Year plus (b) the Bond Carryforward, if any,
from the Prior Fiscal Year.

Annual Contingent Amount means, for each Fiscal Year commencing with
Fiscal Year 1991 (i) the aggregate amount of Trust Claims which became
Liquidated during such Fiscal Year (whether or not actually paid during such
Fiscal Year) and all Trust Expenses, other than Insurance Indemnification
Expenses, paid by the Trust during such Fiscal Year plus (ii) the Carryforward,
if any, from the prior Fiscal Year minus (iii) (x) the amount, if any, required
to be paid in such Fiscal Year under the Second Bond and (y) with respect to
Fiscal Year 1991 through Fiscal Year 2014 the Aggregate Value of the Trust
Estate as of the end of such Fiscal Year, divided by the number of Fiscal
Years, if any, remaining from the beginning of such Fiscal Year until the end
of Fiscal Year 2014 (e.g., 24 with respect to Fiscal Year 1991; one with
respect to the Fiscal Year 2014).

Annual XX Xxxx Contingent Amount with respect to any Fiscal Year
commencing with the later of 2000 or the Fiscal Year immediately prior to the
First PD Fiscal Year means (a) the aggregate dollar amount of Property Claims
which became Liquidated during such Fiscal Year (whether or not actually paid
during such Fiscal Year) and all PD Trust Expenses paid by the PD Trust during
such Fiscal Year plus (b) the XX Xxxx Carryforward, if any, from the prior
Fiscal Year.

Annual PD Contingent Amount means, for each Fiscal Year commencing
with Fiscal Year 1991, (i) the aggregate amount of Property Claims which became
Liquidated during such Fiscal Year (whether or not actually paid during such
Fiscal Year) and all PD Trust Expenses paid by the PD Trust during such Fiscal
Year (less the amount of any payments to the PD Trust pursuant to Section 2.07
of the PD Supplemental Agreement) plus (ii) the PD Carryforward, if any, from
the prior Fiscal Year minus (iii) (x) the amount, if any, required to be paid
to the PD Trust in such Fiscal Year under the Second Bond and (y) with respect
to Fiscal Year 1991 through Fiscal Year 2014, the Aggregate Value of the PD
Trust Estate as of the end of such Fiscal Year, divided by the number of Fiscal
Years, if any, remaining from the beginning of such Fiscal Year until the end
of Fiscal Year 2014 (e.g., 24 with respect to Fiscal Year 1991; one with
respect to the Fiscal Year 2014).

Asbestos Committee means the "Official Committee of Asbestos-Health
Related Litigants and/or Creditors" appointed in the Cases by the Acting United
States Trustee for the Southern District of New York pursuant to an Order of
the Court dated October 8, 1982, as amended.

5
58
GLOSSARY

Basic PD Trust Fund has the meaning assigned to it in Section 4.01 of
the PD Trust Agreement.

Basic Trust Fund has the meaning assigned to it in Section 4.01 of the
Trust Agreement.

Beneficiary means any Person holding a Trust Claim.

Bond Carryforward from any Fiscal Year commencing with Fiscal Year
2000 means the excess, if any, of the Annual Bond Contingent Amount for such
Fiscal Year (including the component thereof representing the Bond Carryforward
from the prior Fiscal Year) over the aggregate amount actually paid by the
Company in such Fiscal Year pursuant to Subsection 2.03(a) of the Supplemental
Agreement as in effect prior to ___________, 199__, and the Second Bond, as the
case may be.

Bonds Repurchase Agreement means the Bonds Repurchase Agreement dated
September 22, 1994 between the Company and the Trust, as amended from time to
time in accordance with the terms thereof.

Business Day means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

Bylaws means the Bylaws of the Trust, substantially in the form of
Annex A to the Trust Agreement, as they may be amended from time to time.

Canadian Companies means Xxxxx-Xxxxxxxx Canada, Inc. and
Xxxxx-Xxxxxxxx Amiante Canada, Inc.

Carryforward from any Fiscal Year commencing with Fiscal Year 1991
means the excess, if any, of the Annual Contingent Amount for such Fiscal Year
(including the component thereof representing the Carryforward from the prior
Fiscal Year) over the amount actually paid by the Company with respect to such
Fiscal Year pursuant to Subsection 2.03(a) of the Supplemental Agreement as in
effect prior to ____________, 199__.

Cases means the reorganization cases under Chapter 11 of the Code of
the Debtors, collectively, jointly administered pursuant to order of the Court
dated August 26, 1982 and presently captioned "In re Xxxxx-Xxxxxxxx
Corporation, et al., Debtors" (Case Nos. 82 B 11656 through 82 B 11658,
inclusive, 82 B 11660 through 82 B 11662, inclusive, and 82 B 11665 through
11676, inclusive).

6
59
GLOSSARY

Cash Settlement Proceeds means any and all amounts payable by the
Settling Insurance Company under any Settlement Agreement, other than amounts
payable pursuant to coverage in place provisions contained in such Settlement
Agreement, i.e. on the claims as made or expenses as incurred basis, and
includes cash, cash proceeds pursuant to a letter of credit or other security
device or other cash equivalent.

Charter means the Company's Restated Certificate of Incorporation as
the same may be amended from time to time in accordance with the provisions
thereof and the General Corporation Law of the State of Delaware.

Claim means a claim against one or more of the Debtors within the
meaning of Section 101(4) of the Code that arose prior to the Confirmation
Date, excluding current commercial payables incurred in the ordinary course of
business existing on the Confirmation Date.

Claims Resolution Facility means the Claims Resolution Facility set
forth in Annex B to the Trust Agreement.

Class Action Lawsuit means an action to be commenced in United States
District Court, on behalf of all present and future beneficiaries of the Trust,
against each of the Trustees of the Trust, in their capacity as Trustees,
seeking an equitable distribution of the assets of the Trust among all the
beneficiaries of the Trust and seeking entry of an order determining that the
present and anticipated liabilities of the Trust to its beneficiaries exceed
the present and expected future assets of the Trust, and declaring the
beneficiaries' rights and priorities with respect to those assets, and in which
certification as a class action on behalf of all beneficiaries of the Trust
(who shall be deemed members of the class with no right to opt out of the
class) will be sought pursuant to Rule 23(b)(1)(B) of the Federal Rules of
Civil Procedure and in respect of which, the Limited Fund Proceeding, the Trust
is seeking a determination, inter alia, as to whether the Trust constitutes a
limited fund for purposes of Rule 23(b)(1)(B) of the Federal Rules of Civil
Procedure.

Class 6 Indenture means the indenture dated as of the Consummation
Date between Manville and the trustee thereunder, substantially in the form of
Exhibit E to the Plan (subject to reasonable modifications requested by the
trustee thereunder that do not adversely affect any other party thereto, the
holders of the Class 6 Notes, the Trust or the PD Trust), as it may be modified
or amended from time to time.

7
60
GLOSSARY

Class 6 Interest Debentures means the debentures evidencing
indebtedness of the Debtors to the holders of Class 6 Claims issued from time
to time on or after the Consummation Date in accordance with the Provisions of
Subparagraph 3.6.B of the Plan, which are more fully described in the Class 6
Interest Indenture.

Class 6 Interest Indenture means the indenture dated as of the
Consummation Date between Manville and the trustee thereunder, substantially in
the form of Exhibit G to the Plan (subject to reasonable modifications
requested by the trustee thereunder that do not adversely affect any other
party thereto, the holders of the Class 6 Interest Debentures, the Trust or
the PD Trust), as it may be modified or amended from time to time.

Class 6 Notes means the notes evidencing indebtedness of the Debtors
to the holders of Class 6 Claims issued from time to time on or after the
Consummation Date in accordance with the provisions of Paragraph 3.6.B of the
Plan, which are more fully described in the Class 6 Indenture.

Code means the Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as in
effect on the Filing Date, as it has been or may be amended from time to time
to the extent such amendments are applicable to the Cases.

Co-Defendant means the holder of an Indemnify Claim or a Contribution
Claim.

Co-Defendants' Committee means the "Official Committee of Asbestos
Litigation Co-Defendants" appointed in the Cases by the Acting United States
Trustee for the Southern District of New York pursuant to an order of the Court
dated March 19, 1984, as amended.

Co-Defendants' Procedures means the procedures set forth in Annex F to
the Trust Agreement, as the same may be amended from time to time.

Commission means the Securities and Exchange Commission.

Company means Manville Corporation, a Delaware corporation.

8
61
GLOSSARY

Comparable Industries Index for any Fiscal Year means the sum,
determined as of April 15 of the following Fiscal Year, of (a) the average
Return on Equity for the most recently completed fiscal year for which audited
financial statements are publicly available of the five largest companies
(based on net sales) included in Standard & Poor's Index of Building Materials
Companies multiplied by a fraction, the numerator of which is the net sales of
the Company and its Subsidiaries or such Fiscal Year attributable to its
building materials businesses and the denominator of which is the aggregate net
sales of the Company and its Subsidiaries for such Fiscal Year attributable to
its building materials businesses and its forest products businesses and (b)
the average Return on Equity for the most recently completed fiscal year for
which audited financial statements are publicly available of the five largest
companies (based on net sales) included in Standard & Poor's Index of Forest
Products Companies multiplied by a fraction the numerator of which is the net
sales of the Company for such Fiscal Year attributable to its forest products
businesses and the denominator of which is the aggregate net sales of the
Company and its Subsidiaries for such Fiscal Year attributable to its forest
products businesses and its building materials businesses.

Confirmation Date means the date on which the Confirmation Order
becomes a Final Order, unless, under mandatory provisions of law and as
determined by a Final Order of the Court, the Confirmation Date is required to
be the date of issuance of the Confirmation Order, in which case Confirmation
Date means such date of issuance.

Confirmation Order means the order or orders of the Court confirming
the Plan.

Consolidated Net Earnings for any Fiscal Year means the Company's
consolidated net earnings (on an after tax basis) for such Fiscal Year as shown
on the audited consolidated statement of operations of the Company included in
the Form 10-K with respect to such Fiscal Year filed by the Company with the
Commission (or, if the Company is not required to file a Form 10-K with respect
to such Fiscal Year with the Commission, then as shown on the consolidated
statement of operations of the Company for such Fiscal Year prepared in
accordance with generally accepted accounting principles and examined in
accordance with generally accepted auditing standards by the Company's
independent auditors, which auditors shall be approved by the Trust and the PD
Trust (whose approval shall not be unreasonably withheld), so long as each of
them is in existence).

9
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GLOSSARY

Consolidated Net Worth of the Company, as of any date, means the total
stockholders' equity of the Company as of such date determined on a
consolidated basis in accordance with generally accepted accounting principles,
less any items of the following types that are included in the assets of the
Company and its consolidated Subsidiaries: (a) goodwill, (b) unamortized
organization or reorganization expense, (c) unamortized debt discount and
expense, (d) patents, trademarks, trade names, copyrights, franchises and
similar rights, and (e) increases in the book value of any assets of the
Company and its consolidated Subsidiaries above the book value thereof as of
the Consummation Date as a result of any revaluation of such assets (other than
any such increases resulting from regular periodic revaluations required under
generally accepted accounting principles).

Consummation Date means November 28, 1988.

Consummation Date Value means:

(a) with respect to the Cash Settlement Proceeds payable
under the Travelers Agreement, the stated amount thereof exclusive of
any interest or other income payable thereon;

(b) with respect to any other Cash Settlement Proceeds
payable, and Non-Cash Settlement Proceeds received other than pursuant
to a Settlement Agreement, on or before the date six months after the
Consummation Date, the stated amount thereof inclusive of any interest
or other income payable thereon under the terms of the applicable
Settlement Agreement up to the Consummation Date;

(c) with respect to any Cash Settlement Proceeds payable, and
Non-Cash Settlement Proceeds received other than pursuant to a
Settlement Agreement, more than six months following the Consummation
Date, the present value calculated by discounting the stated amount
thereof from the scheduled payment date (or date of receipt in the
case of such Non-Cash Settlement Proceeds) to the date six months
after the Consummation Date using an interest rate of 8.2% per annum;
and

(d) with respect to any amount payable pursuant to coverage
in place provisions contained in a Settlement Agreement, the present
value calculated by discounting the stated amount thereof from the
date 18 months after the Consummation Date to the Consummation Date
using an interest rate of 8.2% per annum;

10
63
GLOSSARY

provided, however, that no Consummation Date Value shall be assigned to any
Cash Settlement Proceeds or amount payable pursuant to coverage in place
provisions which is payable by a Settling Insurance Company whose rating by
Best's Insurance Reports shall be lower than "A" for any reason, unless such
payment is secured by an irrevocable letter of credit or comparable security
arrangement acceptable to the trust and the PD Trust, provided further that,
notwithstanding the foregoing, the Consummation Date Value ascribed to the
Midland Coverage at any date shall be equal to the amount, if any, of Insurance
Proceeds and/or PD Insurance Proceeds paid under the Midland Coverage on or
before such date discounted in the same manner as provided in (c) if paid more
than six months following the Consummation Date, unless the Company, the
Asbestos Committee, certain representatives of the PD Beneficiaries and the
Legal Representative agree on another Consummation Date Value to be ascribed
thereto solely for the purpose of meeting the condition set forth in Paragraph
9.2.D of the Plan and provided further that if the condition set forth in
Paragraph 9.2.D of the Plan will not otherwise be met, the Company may elect to
pay an amount in cash equal to the shortfall to the Trust on the Consummation
Date, the amount of which payment will be deemed to be Consummation Date Value
for the purpose of meeting such condition.

Contribution Claim means an AH Claim or Other Asbestos Obligation for
contribution, as that term is defined by the non-bankruptcy law of the relevant
jurisdiction, that is (i) held by (A) any Person (other than a past or present
officer, director or employee of any of the Debtors) who has been, is or may be
a defendant in an action seeking damages for asbestos-related personal injury,
or (B) any assignee or transferee of such Person and (ii) is asserted against
any of the Debtors or the Trust for reimbursement of a portion of any damages
such Person has paid or may pay to the plaintiff in such action.

Court means the United States Bankruptcy Court for the Southern
District of New York (or such other court as may be administering the Cases)
and, with respect to any particular proceeding within a Case, any other court
which may be exercising jurisdiction over such proceeding.

Debt means (a) all indebtedness for the repayment of money borrowed,
whether or not represented by bonds, debentures, notes or other securities, (b)
all other indebtedness represented by bonds, debentures, notes or other
securities (including the Xxxxxxxx Notes transferred to the Trust in payment of
certain bond obligations (whether or not still held by the Trust) and the
Second Bond), (c) all deferred indebtedness for the payment of the purchase
price of property or assets purchased, (d) all Guarantees, endorsements,

11
64
GLOSSARY

assumptions and other contingent obligations in respect of, or to purchase or
otherwise to acquire, indebtedness of another Person (other than Guarantees of
the Company's or any of its Subsidiaries' indebtedness to a third party), (e)
all indebtedness secured by an encumbrance existing on property owned by the
Person whose indebtedness is being determined, whether or not the indebtedness
secured thereby shall have been assumed by such Person and (f) all obligations
under capital leases required to be recorded on the Company's consolidated
financial statements in accordance with generally accepted accounting
principles.

Debtors means the following corporations, each of which filed a
petition for reorganization under Chapter 11 of the Code with the Court on the
Filing Date and includes such corporations as reorganized after Consummation as
well as prior thereto:

Xxxxx-Xxxxxxxx Corporation
Manville Corporation
Manville International Corporation
Manville Export Corporation
Xxxxx-Xxxxxxxx International Corporation
Manville Sales Corporation (f/k/a Xxxxx-Xxxxxxxx Sales
Corporation, successor by merger to Manville Building
Materials Corporation, Manville Products Corporation
and Manville Service Corporation)
Manville International Canada, Inc.
Manville Canada, Inc.
Manville Investment Corporation
Manville Properties Corporation
Xxxxx-Xxxxx Corporation
Xxx-Xxxxx Ranch Corporation
Xxxxx-Xxxxxxxx Idaho, Inc.
Manville Canada Service, Inc.
Sunbelt Contractors Inc.

Default, as used with respect to the Second Bond, means the occurrence
and continuance of an Event of Default or an event that, after notice or lapse
of time or both, would become an Event of Default.

Deferred Amount, during 2014, shall mean the excess, if any, of
$75,000,000 over the aggregate amount paid to the Trust and the PD Trust during
2013 pursuant to Section 2.1 of the Second Bond.

Designated Debt means the Second Bond.

12
65
GLOSSARY

Disputed Class 6 Claim means a Class 6 Claim or any portion thereof
which, as of the Consummation Date or any date subsequent thereto, is not
Allowed.

Distribution Record Date means the tenth Business Day preceding the
Consummation Date.

Encumbrance means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset.

Equity Committee means the "Official Committee of Equity Security
Holders" appointed in the Cases by the Acting United States Trustee for the
Southern District of New York pursuant to an order of the Court dated February
14, 1983, as amended, which was disbanded pursuant to an order of the Court
dated July 31, 1986.

Equity Subsidiary means any Subsidiary of Manville or any other entity
for which Manville is entitled to account under principles of equity accounting
and with respect to which Manville has previously delivered to the Trust and
the PD Trust a certificate of Manville's chief financial officer stating that
Manville is entitled to use such accounting treatment.

Event of Default, as used with respect to the Second Bond, has the
meaning assigned to it in Section 3.1 of the Second Bond.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Filing Date means August 26, 1982, the date on which each of the
Debtors filed a petition under Chapter 11 of the Code.

Final Order means (a) a judgment, order or other decree issued and
entered by the Court or by any state or other federal court or other tribunal
located in one of the states, territories or possessions of the United States
or the District of Columbia, which judgment, order or decree (x) has not been
reversed or stayed and as to which the time to appeal has expired and as to
which no appeal or petition for review, rehearing or certiorari is pending or
(y) with respect to which any appeal has been finally decided and no further
appeal or petition for certiorari can be taken or granted; or (b) stipulation
or other agreement entered into which has the effect of any such judgment,
order or other decree.

First Amended and Restated Supplemental Agreement means the Manville
Personal Injury Settlement Trust Amended and Restated

13
66
GLOSSARY

Supplemental Agreement dated as of November 15, 1990 between the Trust and the
Company.

First Amendment to the Trust Agreement means the amendment to the
Trust Agreement dated as of February 14, 1989, between the Company, as
successor to the Trustors, and the Trustees.

Fiscal Year means the fiscal year of the Trust or the PD Trust or the
Company, as the case may be, which shall in each case be the calendar year.

Government Proceeds for any Fiscal Year means the net proceeds, if
any, received in such Fiscal Year by the Company or any of its Subsidiaries (or
that the Company or any such Subsidiary would have received but for any
assignment or other transfer of the proceeds thereof to another Person or any
set-off by the United States in respect of claims by the United States against
the Company or any such Subsidiary) with respect to claims made by the Company
or any of its Subsidiaries against the United States relating to claims
against, or debts, obligations or liabilities of, any of the Debtors (a) for
death, personal injuries or personal damages caused or allegedly caused,
directly or indirectly, by exposure to asbestos (alone or as contained in
asbestos-containing products) and arising or allegedly arising, directly or
indirectly, from acts or omissions prior to the Confirmation Date of one or
more of the Debtors or (b) for other damages arising or allegedly arising from
the presence in buildings or other structures of asbestos (alone or as
contained in asbestos-containing products), which was sold, supplied or
produced, or allegedly sold, supplied or produced, by one or more of the
Debtors prior to the Confirmation Date, or for which one or more of the Debtors
is otherwise liable or allegedly liable due to the acts or omissions of one or
more of the Debtors prior to the Confirmation Date.

Governmental Unit means any government or political subdivision or any
agency or instrumentality thereof.

Guarantee means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person or in any
manner providing for the payment of any Debt of any other Person or otherwise
protecting the holder of such Debt against loss (by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, or to take or pay otherwise), provided that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business. The word Guarantee when used as a verb shall have a correlative
meaning.

14
67
GLOSSARY

Indemnification Liabilities means (a) all liabilities of the "JM
Responsible Entity" to the "Settling Insurer" as defined in and pursuant to the
Travelers Agreement and (b) the obligation to indemnify any person who is or
was a party to any pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Trust, any
of the Debtors, any of the Debtors' Subsidiaries or any of the Canadian
Companies) by reason of the fact that he is or was a director, officer,
employee or agent of any of the Debtors, any of the Debtors' Subsidiaries or
any of the Canadian Companies against all expenses (including attorneys' fees
and expenses), judgment, fines and amounts paid with the Trust's consent to the
fullest extent and in the manner that a corporation organized under Delaware
law is from time to time permitted to indemnify its directors, officers,
employees and agents if the Claim against such person in such action, suit or
proceeding would, if such Claim had been made and timely filed against the
Debtors or the Canadian Companies, have constituted an AH Claim or an Other
Asbestos Obligation under clause (a) of the definition of either of such terms.

Indemnity Claim means an AH Claim or Other Asbestos Obligation,
whether based in contract or tort, that is (i) held by (A) any Person (other
than a past or present officer, director or employee of any of the Debtors) who
has been, is or may be a defendant in an action seeking damages for
asbestos-related personal injury, or (B) any assignee or transferee of such
Person and (ii) is asserted against any of the Debtors or the Trust for
indemnification of all damages and costs such Person has or may suffer as a
result of such action. Indemnity Claim shall not include any Claim for
Transferee Indemnification Liability.

Independent means, when used with respect to any specified Person, a
Person who (a) is in fact independent, (b) does not have any direct financial
interest or any material indirect financial interest in the Trust, the PD
Trust, the Company or any Affiliate of the Company, and (c) is not connected
with the Company, any Affiliate of the Company, the Trust or the PD Trust as an
officer, employee, promoter, underwriter or person performing similar
functions.

Industry-Wide Claims Handling Facility means an industry-wide
arrangement among subscribing insurers and subscribing past or current
producers and manufacturers of asbestos or asbestos-containing products
established for the purposes of resolving and discontinuing disputes concerning
insurance coverage for asbestos-related personal injury claims and establishing
a method for the

15
68
GLOSSARY

liquidation and resolution of asbestos-related personal injury claims and the
insurance arrangements pertaining thereto. By way of example an arrangement
implementing the "Agreement Concerning Asbestos-Related Claims" dated May, 1985
known as the "Wellington Agreement" would constitute an Industry-Wide Claims
Handling Facility.

Insurance Carryforward from any Fiscal Year means the difference
between the Insurance Indemnification Amount for such Fiscal Year (including
the component thereof representing the Insurance Carryforward from the prior
Fiscal Year) and the amount actually paid by the Company with respect to such
Fiscal Year pursuant to Subsection 2.03(b) of the Supplemental Agreement.

Insurance Coverage means the insurance coverage, not reduced to Cash
Settlement Proceeds, available in respect of Trust Claims and/or Trust Expenses
(i) pursuant to any Settlement Agreement or (ii) under any Policy.

Insurance Indemnification Amount means for any Fiscal Year, (i) the
aggregate amount of all Insurance Indemnification Expenses paid by the Trust
during such Fiscal Year plus (ii) the Insurance Carryforward from the prior
Fiscal Year.

Insurance Indemnification Expenses means those amounts paid by the
Trust in respect of liabilities of the "JM Responsible Entity" to the "Settling
Insurer" as defined in and pursuant to the Travelers Agreement.

Insurance Proceeds means (i) all Cash Settlement Proceeds paid or
payable to the Trust pursuant to Settlement Agreements and (ii) all Non-Cash
Settlement Proceeds of Insurance Coverage. Insurance Proceeds shall be deemed
received by the Trust when actually received by the Trust or when paid to
another Person in respect of a Liquidated Trust Claim or Trust Expense.

Interest means the rights of the owners and holders of issued and
outstanding shares of Old Preferred Stock or Old Common Stock.

Internal Revenue Code means the Internal Revenue Code of 1986, as it
may be amended from time to time, and the regulations promulgated from time to
time thereunder.

Legal Representative means the "Legal Representative for Future
Asbestos Health Claimants" or his successor appointed pursuant to an order of
the Court dated August 14, 1984.

16
69
GLOSSARY

Limited Fund Proceeding means the proceeding commenced by the Trust
captioned In re Joint Eastern and Southern District Asbestos Litigation, Index
No. 4000 (E.D.N.Y. and S.D.N.Y.), and In re Xxxxx-Xxxxxxxx Corporation, et al.,
Case Nos. 82B-11656 through 82B-11676 (BRL) (Bankr. S.D.N.Y.), seeking a
determination, inter alia, as to whether the Trust constitutes a limited fund
for purposes of Rule 23(b)(1)(B)of the Federal Rules of Civil Procedure.

Liquidated AH Claims means those AH Claims which, prior to the Filing
Date, were settled as to validity and amount (a) by one or more of the Trustors
in writing (by stipulation, settlement agreement or otherwise) or (b) by the
order of any court having jurisdiction with respect thereto to the extent such
order was a Final Order on the Filing Date or became a Final Order at any time
following the Filing Date, whether or not prior to the Consummation Date (to
the extent any such order is subsequently reversed by any appellate court or is
vacated by the court issuing it, the related AH Claim shall not be a Liquidated
AH Claim).

Liquidation occurs (i) with respect to any Property Claim or Trust
Claim which, as of the Consummation Date, the validity and amount thereof have
been acknowledged by one or more of the Trustors in writing (by stipulation or
settlement agreement approved by Final Order of the Court or by inclusion
thereof on schedules filed with the Court pursuant to Bankruptcy Rule 1007(b)),
on the date of such acknowledgment, (ii) with respect to any other Property
Claim or Trust Claim (other than as set forth in (iii) or (iv)), on the date on
which the validity and amount thereof is finally determined pursuant to the PD
Claims Resolution Facility or the Claims Resolution Facility, respectively,
(iii) with respect to a Claim for contribution which constitutes an AH Claim
(other than as set forth in (i) or (iv)), on the date on which the amount of
such Claim has been determined by a Final Order of the Court, (iv) with respect
to a Contribution Claim or an Indemnity Claim, on the date on which the
liability of the Co-Defendant to the plaintiff on the underlying
asbestos-related personal injury claim from which such Claim arises is finally
determined and (v) with respect to a Claim for contribution which constitutes a
Property Claim (other than as set forth in (i)), on the date on which the
amount of such Claim has been determined pursuant to the PD Trust Agreement.
For purposes of this definition, a Co-Defendant's liability to a plaintiff in
an underlying asbestos-related personal injury action is finally determined on
the date payment is made by the Co-Defendant pursuant to (a) an order of
judgment of a court of competent jurisdiction fixing the amount of damages to
be paid by such Co-Defendant to such plaintiff or (b) an acknowledgment in
writing (whether by stipulation,

17
70
GLOSSARY

settlement agreement or otherwise) by such Co-Defendant and such plaintiff of
the amount of damages to be paid by such Co-Defendant to such plaintiff in
settlement of such action. The words Liquidate and Liquidated shall have
correlative meanings, except when used in the term Liquidated AH Claims.

Manville Common Stock means the Common Stock, $.01 par value per
share, of the Company issued under the Charter and outstanding from time to
time on or after the Consummation Date.

Market Value of any security on any date means the average of the
daily closing prices for the 20 consecutive Business Days ending on the
Business Day before the date in question. The closing price for each day shall
be the last reported sales price on the composite tape or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case on the principal national securities exchange
on which such security is listed or admitted to trading or, if such security is
not then listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices on the National Association of
Securities Dealers Automated Quotation System or, if such security is not then
so quoted, the market value of such security as determined by a nationally
recognized investment banking firm selected by the Trust or the PD Trust, as
the case may be, and reasonably acceptable to the Company.

Midland Coverage means the Insurance Coverage and/or PD Insurance
Coverage to be provided by Midland Insurance Company under the terms of the
Settlement Agreement dated January 29, 1985 with Insurance Company of North
America, Midland Insurance Company, and Allstate Insurance Company.

Modification has the meaning assigned to it in Section 6.03 of the PD
Trust Agreement.

Non-Cash Settlement Proceeds means any amounts payable under any
Settlement Agreement pursuant to coverage in place provisions contained in such
Settlement Agreement with respect to Trust Claims, Trust Expenses, Property
Claims or PD Trust Expenses, i.e. on a claims as made or expenses incurred
basis, and any other proceeds of Insurance Coverage or PD Insurance Coverage,
as the case may be, payable other than pursuant to a Settlement Agreement
(e.g., pursuant to the Policy itself or pursuant to a court order or decree in
respect of the Policy).

18
71
GLOSSARY

Official Committees means the Asbestos Committee, the Unsecured
Creditors' Committee and the Co-Defendants Committee, collectively.

Other Agreements means the Supplemental Agreement, the Bonds
Repurchase Agreement and the Trust Agreement.

Other Asbestos Obligations means (a) all debts, obligations or
liabilities (under any theory of law, equity or admiralty), other than AH
Claims, for death, personal injuries or personal damages (whether physical,
emotional or otherwise) to the extent caused or allegedly caused, directly or
indirectly, by exposure to asbestos (alone or as contained in
asbestos-containing products) and arising or allegedly arising, directly or
indirectly, from acts or omissions prior to the Confirmation Date of one or
more of the Debtors including, without limitation, all obligations or
liabilities for compensatory damages (such as loss of consortium, wrongful
death, survivorship, proximate, consequen- tial, general and special damages)
and punitive damages and (b) all warranty, guarantee, indemnification or
contribution liabilities or obligations, if any, of any of the Debtors to any
other Person to the extent that such warranties, guarantees, indemnifications
or contribution responsibilities cover claims against such other Person that
would, if such claims had been made directly against any of the Debtors,
constitute Other Asbestos Obligations under Clause (a) above.

Outstanding Amount of any Debt at any time means the principal amount
outstanding of such Debt at such time, unless such Debt was issued at a
discount, in which case the Outstanding Amount of such Debt means the original
issue price of such Debt plus the accretion to such time of the original issue
discount and less all payments of principal on the Debt to such time, or unless
such Debt is represented by any debt instrument issued at a discount under the
Plan, the Supplemental Agreement or the PD Supplemental Agreement in which case
the Outstanding Amount of such Debt means the carrying amount of the Debt at
issuance (the difference between the principal amount and the original issue
discount reflected on the audited financial statements of the Company) plus the
accretion to such time of the original issue discount and less all payments of
principal on the Debt to such time.

Payment Date means August 31 and November 30 in each year.

PD Beneficiary means any Person holding a Property Claim.

XX Xxxx Carryforward from any Fiscal Year commencing with 2000 means
the excess, if any, of the Annual XX Xxxx Contingent Amount for such Fiscal
Year (including the component thereof representing

19
72
GLOSSARY

the XX Xxxx Carryforward from the prior Fiscal Year) over the aggregate amount
actually paid by the Company with respect to such Fiscal Year pursuant to
Sections 2.02 and 2.07 of the PD Supplemental Agreement or Section 2 of the
Second Bond.

PD Bylaws means the Bylaws of the PD Trust, substantially in the form
of Annex A to the PD Trust Agreement, as the same may be amended from time to
time.

PD Carryforward from any Fiscal Year commencing with Fiscal Year 1991
means the excess, if any, of the Annual PD Contingent Amount for such Fiscal
Year (including the component thereof representing the PD Carryforward from the
prior Fiscal Year) over the amount actually paid by the Company with respect to
such Fiscal Year pursuant to Section 2.02 of the PD Supplemental Agreement.

PD Claims Resolution Facility means the PD Claims Resolution Facility
set forth in Annex B to the PD Trust Agreement; it being understood that the PD
Trustees, by a majority vote after consultation with the Company,
representative counsel for the PD Beneficiaries selected by the PD Trustees and
any other interested parties whom the PD Trustees desire to consult, may amend,
delete or add to any of the procedural provisions with respect to the operation
of the PD Claims Resolution Facility except for Modifications, provided that no
such amendment, deletion or addition may affect any of the substantive
provisions set forth in such Annex B, including, without limitation, the
provisions relating to the standards and methods of asbestos hazard abatement
and the percentage of abatement costs to be borne by the PD Trust, and PD
Claims Resolution Facility shall thereafter mean the PD Claims Resolution
Facility as so amended deleted from or added to.

PD Deferred Amount at any time means the Deferred Amount at the
Termination Date, if earlier than the maturity of the Second Bond provided
that, if the Trust terminates on or prior to December 31, 2013, the PD Deferred
Amount during 2014 shall mean the excess, if any, of $75,000,000 over the
amount paid to the Trust and the PD Trust during 2013 pursuant to Section 2.1
of the Second Bond.

PD Insurance Coverage means insurance coverage, not reduced to Cash
Settlement Proceeds, available in respect of Property Claims and/or PD Trust
Expenses (i) pursuant to any Settlement Agreement or (ii) under any Policy.

PD Insurance Proceeds means (i) all Cash Settlement Proceeds paid or
payable to the PD Trust pursuant to Settlement Agreements and (ii) all Non-Cash
Settlement Proceeds of PD Insurance Coverage. PD Insurance Proceeds shall be
deemed received by the PD Trust when

20
73
GLOSSARY

actually received by the PD Trust or when paid to another Person in respect of
a Liquidated Property Claim or a PD Trust Expense.

PD Stock Proceeds Fund has the meaning assigned to it in Section 4.01
of the PD Trust Agreement.

PD Supplemental Agreement means the agreement dated as at the
Consummation Date between the Company, the PD Trust and the Trust substantially
in the form of Annex C to the PD Trust Agreement, as the same may be amended
from time to time in accordance with Section 6.02 thereof.

PD Termination Date has the meaning assigned to it in Section 6.02 of
the PD Trust Agreement.

PD Transfer Amount and PD Transfer Distribution have the meanings
assigned to them in Subsection 4.02(n) of the PD Supplemental Agreement.

PD Trust means the Manville Property Damage Settlement Trust
established pursuant to Article II of the PD Trust Agreement.

PD Trust Agreement means the trust agreement between the Debtors and
the PD Trustees dated as at the Consummation Date substantially in the form of
Exhibit D to the Plan, as it may be amended or modified from time to time in
accordance with Section 6.03 thereof.

PD Trust Assets means the assets of the PD Trust as more fully
described in Article II of the PD Trust Agreement.

PD Trust Estate at any time means all assets of the PD Trust at such
time.

PD Trust Expenses means all expenses of the PD Trust determined on a
cash basis (including, without limitation, compensation, legal, accounting and
other professional fees, expenses relating to the operation of the PD Claims
Resolution Facility, disbursements and related expenses, corporate overhead and
reimbursement and indemnification payments) other than payments in respect of
Property Claims.

PD Trustees means the Persons approved by the Court to act as trustees
under the PD Trust Agreement and their successors pursuant to Article V
thereof.

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74
GLOSSARY

Person, except when used in the Plan, means any individual,
corporation, partnership, joint venture, association, trust, unincorporated
organization or government or any agency or political subdivision thereof.

Plan means the Debtors' "Second Amended and Restated Plan of
Reorganization," as it may be amended or modified from time to time, which
shall be deemed to amend, modify and supersede in all respects the Debtors'
"Joint Plan of Reorganization" dated October 17, 1983 and filed with the Clerk
of the Court on November 21, 1983 and the Debtors' "First Amended and Restated
Plan of Reorganization" dated February 14, 1986 and filed with the Clerk of the
Court on February 14, 1986.

Policy means any insurance policy covering any of the Debtors or any
predecessor thereto in effect at or prior to the Consummation Date under which
any claim may be made in respect of any AH Claim, Other Asbestos Obligation or
Property Claim, including, without limitation, any insurance policy listed in
Schedule II to the Plan and any other insurance policy which is at the
Consummation Date the subject of a Settlement Agreement listed on Schedule III
to the Plan if such Settlement Agreement subsequently terminates.

Postpetition Interest Rate means with respect to an Allowed Class 6
Claim and at any time (i) the pre-default contractual interest rate applicable
at the Filing Date as provided for under the instrument or agreement giving
rise to such Allowed Class 6 Claim, or (ii) in the absence of any such
contractual interest rate, the rate of 9% per annum.

Postpetition Interest Ratio means with respect to an Allowed Class 6
Claim the ratio obtained by dividing (i) the amount of interest on the amount
of such Allowed Class 6 Claim from the Filing Date to the Consummation Date, by
(ii) the aggregate amount of interest from the Filing Date to the Consummation
Date on all Allowed Class 6 Claims (other than Allowed Class 6 Claims paid in
accordance with Paragraph 3.6.A of the Plan), such amounts and aggregate
amounts of interest calculated in each case using the applicable Postpetition
Interest Rate; provided, that (w) if such Allowed Class 6 Claim (or any Allowed
portion thereof) was contingent or unliquidated as of the Filing Date and
became fixed or liquidated, as the case may be, after the Filing Date but
before the Consummation Date, the amount of interest shall be calculated on
such claim (or Allowed portion thereof) from the date such claim (or portion
thereof) became fixed or liquidated to the Consummation Date, (x) if such
Allowed Class 6 Claim (or any Allowed portion thereof) was contingent or
unliquidated as of the Filing Date and

22
75
GLOSSARY

did not become fixed or liquidated, as the case may be, before the Consummation
Date, the amount of interest with respect to such Claim (or Allowed portion
thereof) shall be zero (y) any Allowed Class 6 Claim (or any Allowed portion
thereof) which is solely a Claim for damages shall be deemed to be unliquidated
for purposes of Clauses (w) and (x) hereof, and (z) with respect to any Class 6
Claim (or any portion thereof) which is a Disputed Class 6 Claim as of the
Consummation Date, the amount of interest with respect to such Claim shall be
zero.

Profits for any Fiscal Year means the Company's Adjusted Consolidated
Net Earnings for such Fiscal Year (less dividends declared (unless not
thereafter paid) on Financing Preferred Stock in such Fiscal Year, provided
that for purposes only of the Supplemental Agreement, dividends on Financing
Preferred Stock shall only be deducted to the extent that the sum of such
dividends plus dividends declared (unless not thereafter paid) on Series B
Preference Stock exceeds $25 million in such Fiscal Year) adjusted (without
double counting) by not giving effect to (a) any profit or loss on any sales or
other dispositions of assets of the Company or any of its consolidated
Subsidiaries (including securities of any Subsidiary of the Company but not
including any other securities) not in the ordinary course of business or
writedowns for discontinuance of operations of any portion of the Company or
any of its consolidated Subsidiaries, (b) any accruals or payments required in
connection with the Company's obligations to the PD Trust under the PD
Supplemental Agreement, or the Second Bond or to the Trust under the
Supplemental Agreement, the Bonds Repurchase Agreement, the Second Bond, except
to the extent that accruals under the Bonds Repurchase Agreement or payments
of principal under the Second Bond are treated as interest expense when
determining net earnings under generally accepted accounting principles, (c)
any reserves or other contingencies with respect to asbestos related personal
injury or property damage claims other than reserves or contingencies resulting
from annual accruals with respect to workers' compensation performed on a basis
consistent with the Company's past practice, (d) any amortization of goodwill,
(e) Government Proceeds and (f) any payments, accruals or accretions with
respect to the Class 6 Interest Debentures.

Property Claims means (a) all Claims timely filed in accordance with
the order of the Court issued on October 17, 1984, as amended and clarified by
the Court, against one or more of the Debtors (under any theory of law, equity
or admiralty), other than AH Claims and other Claims for death, personal
injuries or personal damages, for damages arising or allegedly arising from the
presence in buildings or other structures of asbestos (alone or as contained in
asbestos- containing products), which was sold, supplied or

23
76
GLOSSARY

produced, or allegedly sold, supplied or produced, by one or more of the
Debtors prior to the Confirmation Date, or for which one or more of the Debtors
is otherwise liable or allegedly liable due to the acts or omissions of one or
more of the Debtors prior to the Confirmation Date, including, without
limitation, all Claims for compensatory damages (such as proximate,
consequential, general and special damages) and punitive damages, (b) all
Claims timely filed in accordance with the order of the Court issued on October
17, 1984, as amended and clarified by the Court, or in accordance with any
subsequent applicable order of the Court, against one or more of the Debtors in
respect of warranty, guarantee, indemnification or contribution liabilities or
obligations of any of the Debtors to any other Person to the extent that such
warranties, guarantees, indemnifications or contribution responsibilities cover
claims against such other Person that would, if such claims had been made
directly against any of the Debtors, constitute Property Claims under Clause
(a) above and (c) all Claims timely filed against one or more of the Canadian
Companies where such Claims, if made and timely filed against one or more of
the Debtors instead, would constitute Property Claims under Clause (a) or (b)
above. Where the context requires, Property Claims shall also mean claims in
respect of Property Claims filed with the PD Claims Resolution Facility in
accordance with the provisions thereof.

Reaffirmation Order means an order of the Court (a) reaffirming the
injunctive provisions ( 29) of the Confirmation Order and (b) declaring that
those injunctive provisions are not subject to revocation or modification
thereafter.

Related Party of any attorney means any other attorney who is or was a
partner of such attorney, or is or was a shareholder in a professional
corporation in which such attorney is or was also a shareholder.

Return on Equity means, for any company for any year, the percentage
determined by dividing (a) the consolidated net income of such company for such
year, before extraordinary items and discontinued operations and after taxes
and less the amount of any preferred dividends paid during such year, by (b)
the average of the common stockholders' equity of such company at the end of
such year and at the end of the preceding year.

Schedules means the schedules heretofore filed by the Debtors with the
Clerk of the Court pursuant to Bankruptcy Rule 1007, as they have been or may
be amended from time to time.

Xxxxxxxx Notes means the Senior Notes due 2004 of Xxxxxxxx
International Group, Inc. (or any successor obligor under such

24
77
GLOSSARY

notes) transferred by the Company to the Trust pursuant to the Bonds Repurchase
Agreement.

Second Amended and Restated Supplemental Agreement means the Second
Amended and Restated Supplemental Agreement dated as of _______________, 199_,
between the Company and the Trust, as the same may be amended from time to time
in accordance with Section 6.02 thereof.

Second Amendment to the Trust Agreement means the amendment to the
Trust Agreement dated as of November 15, 1990, between the Company, as
successor to the Trustors, and the Trustees.

Second Bond means the Manville Settlement Trusts Second Bond Due March
31, 2015, issued by the Company to the Trust and the PD Trust pursuant to
Paragraph 4.1 of the Plan and substantially in the form of Annex E to the Trust
Agreement, as it may be amended from time to time.

Securities Act means the Securities Act of 1933, as amended.

Selected Counsel for the Beneficiaries means three lawyers to be
designated from time to time in a writing addressed to the Trustees with a copy
to the Company by the Board of Trustees of the Asbestos Litigation Group.

Selected Representatives for the PD Beneficiaries means five (5)
individuals to be designated from time to time (in a writing addressed to the
Company and to the PD Trustees) as follows: one (1) Person selected by each of
the National Association of Attorneys General, National Association of School
Boards, American Hospital Association, National Association of College and
University Business Officers and National Institute of Municipal Law Officers,
or their respective successor organizations.

Series B Preference Stock means the Cumulative Preference Stock,
Series B, par value $1.00 per share, of the Company.

Settlement Agreement means (i) each settlement agreement listed in
Schedule III to the Plan and (ii) any other settlement agreement with respect
to any Policy or relating to claims against any insurance broker.

Settlement Order means an order of settlement that the class
representatives and the Trustees in the Class Action Lawsuit will propose and
request the entry of (after notice to all class members and a hearing) by the
Court, which order will (i) approve the actions of the Trustees in causing the
Trust to commence the

25
78
GLOSSARY

Limited Fund Proceeding, (ii) approve the settlement of the Class Action
Lawsuit on terms and conditions satisfactory to the class representatives and
the Trustees, (iii) authorize and approve the execution, delivery and
performance by the Trustees and the Trust of a master agreement in the form
agreed to between the Company and the Trust and the agreements and actions
contemplated therein and of all documents and agreements necessary to
effectuate the settlement of the Class Action Lawsuit, (iv) direct the class
representatives to execute on behalf of themselves and all class members and to
deliver to the Trustees and the Company unconditional releases of the Company
and its former, present and future affiliates and successors and cognate
covenants not to xxx in form and substance reasonably satisfactory to the
Company, (v) enjoin all class members from commencing or maintaining any action
or proceeding based on asbestos claims against the Trust, except as provided in
the Settlement Order, or against the Company or its former, present or future
affiliates or successors and (vi) reaffirm the injunctive provisions
(paragraph 29) of the Confirmation Order.

Settling Insurance Company means any insurance company or insurance
broker which has entered into, or subsequently enters into, a Settlement
Agreement.

Special Fund Trust means the trust established pursuant to the
Asbestos Victims Special Fund Trust Agreement dated as of February 6, 1986
among Xxxxxxx X. Xxxx, Xxxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx, Xxxx Locks and
Xxxxxx X. Xxxxxx as trustors and as trustees, a copy of which is attached to
the Plan as Exhibit I. It is understood that the Trustees will be added as
additional trustees of the Special Fund Trust to serve effective as of the
Consummation Date.

Stock Proceeds Fund has the meaning assigned to it in Section 4.01 of
the Trust Agreement.

Supplemental Agreement means the Manville Personal Injury Settlement
Trust Supplemental Agreement dated as of November 28, 1988 between the Company
and the Trust, with respects to the period from November 28, 1988 to and
November 14, 1990 (inclusive); the First Amended and Restated Supplemental
Agreement, with respect to the period from November 15, 1990 to
________________*, and from and after ___________________*, the Second Amended
and Restated

____________________

* Effective date of Second Amended and Restated Supplemental Agreement to
be inserted.

26
79
GLOSSARY

Supplemental Agreement, as the same may thereafter be amended, modified, or
amended and restated by the parties in accordance with the terms thereof.

Subsidiary means with respect to any Person any corporation or other
entity of which securities or other ownership interest having ordinary voting
power to elect a majority of the board of directors or other Persons performing
similar functions are at the time directly or indirectly owned by such Person.

Tender Offer means an offer to acquire shares of Manville Common Stock
with respect to which a Schedule 14D-1 is required to be filed with the
Commission pursuant to Rule 14d-3 under the Exchange Act.

Termination Date has the meaning assigned to it in Section 6.02 of the
Trust Agreement.

Transfer means, with respect to any share of Manville Common Stock,
any sale, transfer, assignment or exchange of, or pledge or other hypothecation
of or imposition of an Encumbrance on, or granting of an option to purchase
with respect to, or any donation or gifting of, or any other disposition of any
type whatsoever of any record or beneficial interest in such shares of Manville
Common Stock. The words Transfer when used as a verb and Transferee shall have
correlative meanings.

Transferee Indemnification Liability means a Claim arising from the
sale following the Filing Date of any of the Debtors' businesses that is
asserted by the purchaser of any of such businesses.

Travelers Agreement means the settlement agreement dated July 18,
1984, with Travelers Insurance Co., Home Insurance Co. and the Lloyd's
Syndicates and British Companies named therein, providing for $314,415,000 in
cash, plus accrued interest thereon.

Trust means the Manville Personal Injury Settlement Trust established
pursuant to Article II of the Trust Agreement.

Trust Agreement means the Manville Personal Injury Settlement Trust
Agreement between the Debtors and the Trustees dated as at the Consummation
Date, as it may be amended or modified from time to time in accordance with
Section 6.03 thereof.

Trust Assets means the assets of the Trust as more fully described in
Article II of the Trust Agreement.

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80
GLOSSARY

Trust Claim means any claim asserting Trust Liabilities to a
Beneficiary.

Trust Estate at any time means all assets of the Trust at such time.

Trust Expenses means all expenses of the Trust determined on a cash
basis (including, without limitation, compensation, legal, accounting and other
professional fees, expenses relating to the operation of the Claims Resolution
Facility, disbursements and related expenses, corporate overhead and
reimbursement and indemnification payments) other than payments in respect of
Trust Claims.

Trust Liabilities means all Other Asbestos Obligations and Allowed AH
Claims.

Trustees means the Persons approved by the Court to act as trustees
under the Trust Agreement and their successors pursuant to Article V thereof.

Trustors means the Debtors and the Canadian Companies.

Unliquidated means, with respect to any Trust Claim or Property Claim,
a Trust Claim or Property Claim as to which Liquidation has not yet occurred.

Unsecured Creditors' Committee means the "Official Committee of
Unsecured Creditors" consisting of those heretofore or hereafter appointed in
the Cases by the Acting United States Trustee for the Southern District of New
York.

Warrant Agreement means the agreement, dated as of the Consummation
Date, between the Company and the Warrant Agent thereunder, substantially in
the form of Exhibit C to the Plan, as it may be modified or amended from time
to time.

Warrants mean the warrants to purchase shares of Manville Common Stock
issued pursuant to the Warrant Agreement.

28
81
EXHIBIT B
TO PROFIT SHARING
EXCHANGE AGREEMENT

FORM OF
NINTH1 AMENDMENT TO
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST AGREEMENT

NINTH AMENDMENT, dated as of __________ __, 199__ (the "Ninth
Amendment") to the Trust Agreement, dated as of November 28, 1988 by and among
Xxxxx-Xxxxxxxx Corporation, Manville Corporation (the "Company"), Manville
Sales Corporation, Manville Canada Inc., Manville Investment Corporation,
Xxx-Xxxxx Ranch Corporation and XXX Contract & Supply, Inc. as Trustors
(collectively, the "Trustors") and Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx X.
Xxxx, Xx., Xxxx X. Xxxxxxx (the "Former Trustees") and Xxxxxxxxx X. Xxxxxx,
Xx., as trustees for the Manville Personal Injury Settlement Trust (the
"Trust"), as amended by the First, Second and Third Amendments to the Trust
Agreement dated as of February 14, 1989, November 15, 1990, and December 6,
1991, respectively between the Company, Xx. Xxxxxx and the Former Trustees, and
as further amended by the Fourth, Fifth, Sixth, Seventh and Eighth Amendments
to the Trust Agreement dated as of August 6, 1992, December 9, 1992, November
5, 1993, September 22, 1994, and ________, 1995, respectively between the
Company, Xx. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxx, Xx., and Xxxxx X.
Xxxxxxxxxxx, and, in the case of the Seventh Amendment, Xxxxxxx X. Xxxxx, as
trustees of the Trust (the Trust Agreement and all eight prior Amendments being
collectively referred to herein as the "Trust Agreement").

WHEREAS, Section 6.03(a) of the Trust Agreement provides for
the amendment of the Trust Agreement by the Company (as successor to the
Trustors for such purpose) and the Trustees of the Trust after consultation
with Selected Counsel for the Beneficiaries (as defined in Exhibit A to the
Second Amended and Restated Plan of Reorganization of

____________________

1 This Amendment shall be appropriately numbered at the time of its adoption.
82
the Company and the other Debtors (as therein defined)(the "Plan of
Reorganization")); and

WHEREAS, the Trustees of the Trust and the Company (as
successor to the Trustors for this purpose pursuant to Section 6.03(a) of the
Trust Agreement) wish to amend the Trust Agreement in the manner provided
herein; and

WHEREAS, the Selected Counsel for the Beneficiaries have been
consulted and have given their concurrence with respect to the amendment to the
Trust Agreement effectuated hereby; and

WHEREAS, the Profit Sharing Exchange Agreement, dated
___________, 1995, between the Company and the Trust (the "Exchange Agreement")
contemplates the execution of this Ninth Amendment, and in accordance with such
Profit Sharing Exchange Agreement, the execution and performance by the
Trustees of this Ninth Amendment and the transactions contemplated hereby have
been approved by order of the United States Bankruptcy Court for the Southern
District of New York pursuant to the jurisdiction retained by such Court under
the Plan of Reorganization; and

WHEREAS, the execution, delivery and effectiveness of this
Ninth Amendment is a condition precedent to the Company's obligation to declare
a dividend or other payment from Proceeds (as defined in the Exchange
Agreement) pursuant to the terms of Section 3.03 of the Exchange Agreement,
notice of the intended declaration of which on the date hereof has been
provided to the Trust (the "Dividend").

NOW THEREFORE, the parties hereto agree to amend the Trust
Agreement as follows:

1. Section 6.02(b) of the Trust Agreement is hereby
amended to read in its entirety as follows:

"(b) On the Termination Date, all Trust Claims shall
be extinguished, the Trust shall be dissolved, the Company
shall assume all of the Trust's liabilities other than Trust
Claims and the injunction provided for in Paragraph 9.2.A.3 of
the Plan shall be modified in accordance with the order
issuing such injunction, and all of

83
the Trust's assets shall, except as provided in Subsections
(c) and (d) below, be transferred and assigned to (i) the PD
Trust, if the PD Trust is then in existence, or (ii) the
Company or any designees of the Company, if the PD Trust is
not then in existence, and the Trustees and the Company agree
to execute and deliver, or cause to be executed and delivered,
such agreements, instruments and other documents as may be
necessary or advisable to implement the foregoing."

2. Except as specifically amended pursuant to Paragraph
1 above, the Trust Agreement shall remain in full force and effect and is
ratified and confirmed in all respects.

3. This Ninth Amendment shall be governed by and
construed in accordance with the laws of the State of New York and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.

4. This Ninth Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein
shall, unless the context otherwise requires, have the meanings assigned to
such terms in the Trust Agreement.

5. The terms of this Ninth Amendment shall be effective
as of the date first above written; provided, however, that if the Dividend is
not declared by the Company on the date first above written, then on the day
immediately following such date this Ninth Amendment shall terminate and be of
no further force and effect and Section 6.02(b) shall re-enter into effect as
it read immediately prior to the effectiveness of this Ninth Amendment.

3
84
IN WITNESS WHEREOF, the Company as successor to the Trustors,
has caused this Ninth Amendment to be executed by its duly authorized officer
and attested by another duly authorized officer, and the Trustees of the Trust
have executed this Ninth Amendment, all as of the day and year first above
written.

MANVILLE CORPORATION

By:
-----------------------------------
Name:
Title:
Attest:

-----------------------------------

TRUSTEES

as Trustee
-----------------------------
Xxxxxx X. Xxxxxx

as Trustee
-----------------------------
Xxxxx Xxxxx, Xx.

as Trustee
-----------------------------
Xxxxx X. Xxxxxxxxxxx

as Trustee
-----------------------------
Xxxxxxxxx X. Xxxxxx, Xx.

4
85
EXHIBIT C
TO PROFIT SHARING
EXCHANGE AGREEMENT

CALCULATION OF
FULLY DILUTED SHARES

Number of Shares
----------------

Issued and outstanding shares
of Common Stock as of October 25, 1995 . . . . . 122,745,154

Shares of Common Stock issuable
upon the exercise of stock options
under the Company's Stock Incentive
Plan as of October 25, 1995 . . . . . . . . . . . 633,700

Shares of Common Stock issuable
upon the exercise of Warrants
under the Warrant Agreement
dated as of November 28, 1988
as of October 25, 1995 . . . . . . . . . . . . . . 6,977,472

Shares of Common Stock issuable
upon the exercise of all options,
warrants, calls, rights, agree-
ments, convertible or exchangeable
securities or other commitments
outstanding or in effect as of
October 25, 1995 (without
duplication of shares
accounted for above): . . . . . . . . . . . . 0

Warrants . . . . . . . . . . 0

Options . . . . . . . . . . 0

Total . . . . . . . . . . . . . . . . . . . 130,356,326

C-1

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Table of Contents

ARTICLE I DEFINITIONS

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