0000950137-07-018666 Sample Contracts

LOCKUP AGREEMENT
Lockup Agreement • December 18th, 2007 • New Federal-Mogul Corp • Delaware

LOCKUP AGREEMENT, dated as of , 2007 by and among Federal-Mogul Corporation, a Delaware corporation (the “Company”), Federal-Mogul U.S. Asbestos Personal Injury Trust (individually and collectively with its Affiliates and permitted successors and assigns, the “Trust”) and Thornwood Associates Limited Partnership (individually and collectively with its Affiliates and successors and permitted assigns, the “Class A Stockholder”).

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FEDERAL-MOGUL CORPORATION REGISTRATION RIGHTS AGREEMENT
Mogul Corporation Registration Rights Agreement • December 18th, 2007 • New Federal-Mogul Corp • New York

REGISTRATION RIGHTS AGREEMENT, dated as of , 2007 (this “Agreement”), among the parties listed on Schedule I hereto (the “Major Holders”) [Note: Schedule I will include only those holders of in excess of 10% of the Reorganization Common Stock immediately following the distributions contemplated by the Plan], the other Holders (as defined below) listed on Schedule II hereto or that execute a joinder to this Agreement subsequent to the date hereof, and Federal-Mogul Corporation, a Delaware corporation (the “Company”).

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