Exhibit
10.1


Execution
Version


SETTLEMENT AGREEMENT BETWEEN AND
AMONG MAGNETEK, INC.,


MAGNETEK CONTROLS, INC., MAGNETEK
NATIONAL ELECTRIC COIL, INC.,


FEDERAL-MOGUL CORPORATION AND
FEDERAL-MOGUL


PRODUCTS, INC.; OFFICIAL COMMITTEE
OF ASBESTOS CLAIMANTS,


LEGAL
REPRESENTATIVE FOR FUTURE ASBESTOS CLAIMANTS


This SETTLEMENT
AGREEMENT (the “Settlement Agreement”) is entered into as of May 24,
2007 by and among (i) MagneTek, Inc. and MagneTek Controls, Inc. (“MagneTek
Controls”; collectively, these two MagneTek entities are referred to herein
as the “MagneTek Parties”), and MagneTek National Electric Coil, Inc., (ii)
Federal-Mogul Corporation (“FMC”) and Federal-Mogul Products, Inc. (as
hereinafter defined, “FMP”) (FMC and FMP shall be referred to
collectively herein as “Federal-Mogul Parties”), (iii) the Official
Committee of Asbestos Claimants appointed in the Chapter 11 Cases (as defined
below) (the “ACC”), and (iv) the Legal Representative for Future
Asbestos Claimants appointed in the Chapter 11 Cases (as defined below) (the “FCR”).


RECITALS


WHEREAS, on
October 1, 2001 (the “Petition Date”), the Federal-Mogul Parties and
certain of their United States and United Kingdom affiliates (each a “Debtor”
and, collectively, the “Debtors”) each filed voluntary petitions for
relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the District of Delaware
(the “Bankruptcy Court”), and thereby each commenced their
currently-pending chapter 11 cases before the Bankruptcy Court (the “Chapter
11 Cases”);


WHEREAS, the
MagneTek Parties have filed certain proofs of claim in the Chapter 11 Cases, as
identified more specifically below, which proofs of claim allege that MagneTek
and MagneTek Controls have claims against certain of the Debtors (i) for
alleged breaches of certain settlement agreements, (ii) under state law tort
theories, and (iii) under theories of successor liability;


WHEREAS, MagneTek
Controls was a duly authorized corporation that was dissolved on March 4, 2002,
with MagneTek, Inc. as its sole stockholder receiving all remaining assets of
MagneTek Controls, and any outstanding liabilities or rights of MagneTek
Controls becoming the responsibility and right of MagneTek, Inc.;


WHEREAS, the
Debtors have objected to the proofs of claim filed by the MagneTek Parties and
have asserted that such claims should be disallowed by the Bankruptcy Court;


WHEREAS, the
MagneTek Parties have also asserted that they are or may be entitled to
coverage under certain insurance policies providing coverage to the Federal-Mogul
Parties for certain Asbestos Personal Injury Claims, attorneys’ fees and
certain other claims;


WHEREAS, the
MagneTek Parties have advised the Debtors of their intention to seek separate
classification of their claims, to vote to reject, and to object to
confirmation of the Fourth Amended Joint Plan of Reorganization for the Debtors
dated as of February 7, 2007 (the “Plan”);












NOW, THEREFORE, in
consideration of the mutual representations and agreements contained herein,
and for other good and valuable considerations, the sufficiency of which is
hereby acknowledged, the MagneTek Parties, MagneTek National Electric Coil, the
Federal Mogul Parties, the ACC and the FCR hereby agree as follows:


I. DEFINITIONS


1.1.          Definitions.  The following capitalized terms used herein
shall have the meanings set forth below:


1.1.1.       “Approval Date” shall mean the date on
which the order of the Bankruptcy Court (or other court with jurisdiction to
approve this Settlement Agreement) approving this Settlement Agreement becomes
a final, non-appealable order.


1.1.2.       “FMP” means (1) Federal-Mogul Products,
Inc., together with (2) Federal-Mogul Products, Inc.’s predecessors, successors
and past and present assigns; all of Federal-Mogul Products, Inc.’s past and
present subsidiaries and the predecessors, successors and past and present
assigns of such subsidiaries; (3) any Person in which Federal-Mogul Products,
Inc. has an ownership interest, directly or indirectly, of fifty percent (50%)
or more; and (4) any Persons that have been acquired by, merged into or
combined with any of the Persons identified in sub-paragraphs (1) through (3)
above.


1.1.3.       “Insurance Proceeds” shall mean the gross
amount of all payments received by FMP or the Trust on account of the Subject
Policies.


1.1.4.       “MagneTek Parties’ Claims” shall mean any
and all claims that have been or could be asserted against any of the Debtors
or their non-Debtor affiliates by the MagneTek Parties, or any of them, whether
or not set forth in the MagneTek Parties’ Proofs of Claim, arising out of,
resulting from, or relating to, directly or indirectly, (i) the “Texas
Action”, which shall mean the Third-Party complaint filed by the MagneTek
Parties against the Federal-Mogul Parties as part of the litigation styled
Cooper Industries, Inc. v. MagneTek, Inc., et al., Civil Action No. C.A.
H-96-4410 in the United States District Court for the Southern District of
Texas; (ii) the March 1999 Settlement Agreement and the alleged November 1999
Settlement Agreement of the Texas Action; (iii) all past, pending and future
personal injury and/or wrongful death claims brought against any of the Debtors
or the MagneTek Parties for exposure to asbestos related in whole or in part to
industrial brakes manufactured, distributed, produced, or sold by Wagner
Electric Corporation or its predecessors or successors (the “Wagner Electric
Industrial Brake Asbestos Claims”); and (iv) the Subject Policies related
to the Wagner Electric Industrial Brake Asbestos Claims, provided, however,
that the MagneTek Parties’ Claims shall not include claims by the MagneTek
Parties for recovery of the portion of insurance proceeds to which they are
entitled under the terms of this Settlement Agreement, or the limitations upon
the releases that may be provided on the MagneTek Parties’ behalf set forth
below.



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1.1.5.       “MagneTek Parties’ Proofs of Claim” shall
mean, collectively, (i) that certain proof of claim, in the face amount of $2,455,855.83,
filed with the Bankruptcy Court on or about March 2, 2005 and authorized to be
filed as a late proof of claim pursuant to an order of the Bankruptcy Court
entered on or about May 27, 2005; (ii) that certain proof of claim, in the face
amount of $2,979,180.75, filed with the Debtors’ claims agent on or about March
28, 2006, which proof of claim was assigned Claim No. 10826 by the Debtors’
claims agent; and (iii) that certain proof of claim, in the face amount of
$3,721,059.00, filed with the Debtors’ claims agent on or about February 5, 2007,
which proof of claim was assigned Claim No. 10904 by the Debtors’ claims agent.


1.1.6.       “March 1999 Agreement” shall mean that
certain Settlement Agreement entered into with FMC in the Texas Action on or
about March 10, 1999.


1.1.7.       “Modified Plan” shall mean any plan of
reorganization for the Federal- Mogul Parties other than the Plan that is not
inconsistent with, and leaves intact, the terms of this Settlement Agreement.


1.1.8.       “November 1999 Agreement” shall mean that
certain Settlement Agreement alleged by the MagneTek Parties to have been
entered into with the Federal-Mogul Parties in connection with the Texas Action
in November 1999.


1.1.9.       “Settlement Limit” shall mean Five
Million, Five Hundred Thousand Dollars ($5,500,000.00).


1.1.10.     “Subject Policies” shall mean any and all
insurance policies providing coverage for claims arising out of or relating to
the historical business operations of Wagner Electric Corporation or any of its
predecessors or successors, including the insurance policies identified on Exhibit
A to this Settlement Agreement.


1.1.11.     “Trust” shall mean the trust established
under the Plan (or any Modified Plan) in accordance with section 524(g) of the
Bankruptcy Code, which is a “qualified settlement fund” pursuant to section 468B
of the Internal Revenue Code of 1986 and the regulations issued pursuant
thereto.


1.2.          Capitalized Terms Not Defined Herein.  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Plan.


1.3.          Captions.  Section captions in this Settlement Agreement
are for convenience of reference only, and such captions do not constitute a
part of this Settlement Agreement for any other purpose or in any way affect
the meaning or construction of any provision of this Settlement Agreement.


II.  SETTLEMENT
TERMS


2.1.          Entitlement of the MagneTek Parties to Insurance
Proceeds.



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2.1.1.       General. 
In consideration of the settlement of disputes described herein, and in full
and final satisfaction of the MagneTek Parties’ Claims, the MagneTek Parties
shall receive (i) fifteen percent (15%) of Insurance Proceeds until such time
as $20,000,000 of Insurance Proceeds shall have been recovered by FMP and/or
the Trust (which, for the avoidance of doubt, shall allow the MagneTek Parties to
recover up to, but no more than, $3,000,000), and (ii) ten percent (10%) of all
Insurance Proceeds until such time as an additional $25,000,000 of Insurance
Proceeds shall have been recovered by FMP and/or the Trust (which, for the
avoidance of doubt, shall allow the MagneTek Parties to recover up to, but no
more than, $2,500,000 in addition to the amount set forth in clause (i)).  Nothing in this Settlement Agreement relates
to or affects any rights, if any, that MagneTek National Electric Coil, Inc.
may have to claim coverage under the Subject Policies for claims unrelated to
the Wagner Electric Industrial Brake Asbestos  Claims.


2.1.2.       Effect on Existing Settlements Relating to
Subject Policies.  Within thirty (30)
days of the Effective Date of the Plan, or any Modified Plan, the MagneTek
Parties shall be entitled to receive from the Trust fifteen percent (15%) of
the principal amount of Insurance Proceeds previously received by FMP under (i)
that certain settlement agreement with North Star Reinsurance Corporation,
which was approved by the Bankruptcy Court in the Chapter 11 Cases by order
entered on March 15, 2005, (ii) that certain settlement agreement with KWELM
Management Services Limited, as runoff agent for various insurers, which was
approved by the Bankruptcy Court in the Chapter 11 Cases by order entered on
July 21, 2005, and (iii) that certain settlement agreement with Lumbermens
Mutual Casualty Company, which was approved by the  Bankruptcy Court in the Chapter 11 Cases by
order entered on May 4, 2007, which Insurance Proceeds are to be contributed to
the Trust under the Plan.  Such payments shall
be applied to reduce, on a dollar-for-dollar basis, the recoveries that the
MagneTek Parties are entitled to receive under clause (i) of Section 2.1.1
above.


2.1.3.       Timing of Payments.  Following the Effective Date of the Plan or
any Modified Plan, unless otherwise agreed by the MagneTek Parties, the Trust shall
pay to the MagneTek Parties their allocable share of Insurance Proceeds in
accordance with Section 2.1.1 of this Settlement Agreement within thirty (30)
days of the receipt of any such recoveries by the Trust.


2.1.4.       No Guarantee of Collection.  Nothing in this Settlement Agreement shall be
interpreted or construed as a guarantee or warranty of collection of any recoveries
on account of the Subject Policies.


2.1.5.       Settlement of Subject Policies.  FMP, for itself and for the MagneTek Parties
and/or the Trust, as applicable, shall have the exclusive right to (i) negotiate
with any issuer(s) of any Subject Policies (or their successors) concerning the
resolution of claims for coverage under such policies and/or the recovery of
amounts thereunder, (ii) pursue and/or conduct litigation or similar
proceedings against any issuer(s) of any Subject Policies (or their successors)
in connection with the determination of coverage and/or the recovery of amounts
thereunder, or (iii) control any other dealings with any issuer(s) of Subject
Policies (or their successors) related to the pursuit of insurance recoveries
thereunder.  For so long as this
Settlement Agreement has not been terminated as provided for below, FMP and/or
the Trust, as applicable, shall have full authority to provide a full and final
release of any and all causes of action, claims and rights that the MagneTek
Parties may have now or in the future for coverage under the Subject Policies.  FMP and/or Trust, however, may not provide a
release to or pursue a



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judgment in litigation against any issuer(s) of the Subject Policies on
behalf of the MagneTek Parties that is greater or lesser than any release
provided on behalf of or judgment pursued in insurance coverage litigation by
FMP, any other Debtor, and/or the Trust. 
To the extent after settlement or judgment obtained by the FMP, any
other Debtor and/or the Trust with any issuer(s) of the Subject Policies any
coverage rights remain available to FMP, any other Debtor and/or the Trust, the
MagneTek Parties thereafter also will retain the same rights and may pursue
similar rights against the issuer(s) of Subject Policies not otherwise fully
exhausted, discharged or released.


2.2.          Provision of Quarterly Status Reports to the
MagneTek Parties.  FMP and/or the
Trust, as applicable, shall provide the MagneTek Parties with quarterly status
reports concerning the efforts of FMP and/or the Trust to pursue recoveries
under the Subject Policies until such time as the MagneTek Parties shall have
received Insurance Proceeds in an amount equal to the Settlement Limit.  Such quarterly status reports shall include,
but shall not necessarily be limited to, information concerning (i) all
settlements reached with issuers of the Subject Policies (or their successors)
during the preceding quarter, (ii) collection efforts under any settlements
reached with issuers of the Subject Policies (or their successors) prior to the
date of the quarterly status report, and (iii) the status of any litigation
relating to the pursuit of Insurance Proceeds. 
Nothing in this Section 2.2 or any other provision of this Settlement
Agreement shall be deemed to require FMP and/or the Trust to disclose to the
MagneTek Parties, or any of them, any confidential information concerning
settlement discussions or negotiations with any issuer(s) of any Subject
Policies (or their successors).


2.3.          Implementation Through Plan or Modified
Plan.  The Federal-Mogul Parties, the
ACC and the FCR shall ensure that the Plan or Modified Plan (as applicable)
implements the terms of this Settlement Agreement.


III. RELEASES
AND RELATED MATTERS


3.1.          Releases by the MagneTek Parties and Limited
Release by MagneTek National Electric Coil.


3.1.1.       Release of Claims Against Debtors and
Non-Debtor Affiliates.


3.1.1(a). 
Releases by the MagneTek Parties. 
From and after the Approval Date, each of the MagneTek Parties (on
behalf of themselves and their past and present affiliates, except as
identified below) hereby forever releases and discharges, to the fullest extent
permitted by applicable law, each of the Debtors and all of their respective
predecessors, successors, assigns, and past and present affiliates, and their
respective agents, officers, directors, equity holders, consultants, employees,
attorneys, accountants, financial advisors, and other representatives of any
kind (in their capacities as such) from any and all past, present, or future
claims, demands, causes of action, damages, liabilities and obligations whatsoever
(whether reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, and whether in the nature of or sounding in tort, or under contract
or any other theory of law, equity, or admiralty), including any of the
foregoing based on or related to acts or omissions that constituted or may have
constituted ordinary or gross negligence or reckless, willful or wanton
misconduct, or any conduct which may result in strict liability under any
applicable law, arising out of, resulting from or relating to, directly or
indirectly, the MagneTek Parties’ Claims.



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3.1.1(b). 
Releases by MagneTek National Electric Coil, Inc.  From and after the Approval Date, MagneTek
National Electric Coil, Inc. hereby forever releases and discharges, to the
fullest extent permitted by applicable law, each of the Debtors and all of
their respective predecessors, successors, assigns, and past and present
affiliates, and their respective agents, officers, directors, equity holders,
consultants, employees, attorneys, accountants, financial advisors, and other
representatives of any kind (in their capacities as such) from any and all
past, present, or future claims, demands, causes of action, damages,
liabilities and obligations whatsoever (whether reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, and whether in the nature
of or sounding in tort, or under contract or any other theory of law, equity,
or admiralty), including any of the foregoing based on or related to acts or
omissions that constituted or may have constituted ordinary or gross negligence
or reckless, willful or wanton misconduct, or any conduct which may result in
strict liability under any applicable law, arising out of, resulting from or
relating to, directly or indirectly, (i) the November 1999 Settlement Agreement,
(ii) the Wagner Electric Industrial Brake Asbestos Claims, and (iii) any other
coverage for other asbestos-related claims or products liability claims under
the Subject Policies; provided, however, that (a) the limitation
on the releases in this Section 3.1.1(b) is predicated upon the MagneTek
Parties’ representation that MagneTek National Electric Coil, Inc. was
inadvertently made a party to the November 1999 Settlement Agreement, and (b)
nothing in this Settlement Agreement constitutes a release of any other claims
MagneTek National Electric Coil, Inc. may have, including any claim it may have
regarding the Subject Policies other than those released in section
3.1.1(b)(iii) above.  Nothing in this
Settlement Agreement shall alter or affect the Settlement Agreement entered
into between MagneTek, Inc., MagneTek Controls, Inc., MagneTek National
Electric Coil, Inc., and Cooper Industries, Inc., effective March 10, 1999, in
the matter of Cooper Industries, Inc. v. MagneTek, Inc., et al., Civil
Action No. C.A. H-96-4410, which was pending in the U.S. District Court for the
Southern District of Texas.


3.1.2.       Treatment of the MagneTek Parties’ Proofs of
Claim.  As a result of the
compromises by the parties to this Settlement Agreement, the MagneTek Parties’ Proofs
of Claim shall be deemed disallowed and expunged as of the Approval Date;
provided, however, that in the event this Settlement Agreement terminates in
accordance with Section 5.1 hereof, the MagneTek Parties’ Proofs of Claim shall
be permitted to be refiled in the form as they existed on the Approval Date,
with such filing deemed to relate back to the Approval Date.


3.2.          Withdrawal Of Objections To Confirmation
And Withdrawal Of Motions For Separate Classification And For Temporary
Allowance Of Claims For Voting Purposes.  Provided that this Settlement Agreement has
not been terminated and is approved by the appropriate court prior to or at the
hearing on confirmation of the Plan or any Modified Plan, each of the MagneTek
Parties agree that they shall withdraw with prejudice as they relate to the
Plan and any Modified Plan 1) any objections to confirmation; 2) their motion
for separate classification of their claims, and 3) their motion for temporary
allowance of their claims for voting purposes.



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3.3.          Releases by the Federal-Mogul Parties.  From and after the Approval Date, provided
the Settlement Agreement is approved by the appropriate court, each of the Federal-Mogul
Parties (on behalf of themselves and their past and present affiliates) hereby
forever releases and discharges, to the fullest extent permitted by applicable
law, each of the MagneTek Parties and all of their respective predecessors,
successors, assigns, and past and present affiliates, and their respective
agents, officers, directors, equity holders, consultants, employees, attorneys,
accountants, financial advisors, and other representatives of any kind (in
their capacities as such) from any and all past, present, or future claims,
demands, causes of action, damages, liabilities and obligations whatsoever
(whether reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, and whether in the nature of or sounding in tort, or under contract
or any other theory of law, equity, or admiralty), including any of the
foregoing based on or related to acts or omissions that constituted or may have
constituted ordinary or gross negligence or reckless, willful or wanton
misconduct, or any conduct which may result in strict liability under any
applicable law, arising out of, resulting from or relating to, directly or
indirectly the subject matter of the MagneTek Claims.  Other than releasing MagneTek National
Electric Coil, Inc. from any claims regarding Wagner Electric Industrial Brake
Asbestos Claims, nothing else in this agreement constitutes a release from the
Federal-Mogul Parties to MagneTek National Electric Coil, Inc.


3.4.          Non-Liability.  The MagneTek Parties, on the one hand, and
the Federal-Mogul Parties and/or the Trust, on the other hand, shall have no
obligation whatsoever to indemnify each other with respect to the Wagner
Electric Industrial Brake Asbestos Claims. 
Furthermore, the MagneTek Parties, on the one hand, and the
Federal-Mogul Parties (to be succeeded by the Trust), on the other hand, deny
that they have liability to third parties for any asbestos claims concerning
Wagner Electric Industrial Brake Asbestos Claims.


IV. REPRESENTATIONS
AND WARRANTIES


4.1.          Representations and Warranties of
Federal-Mogul Parties.  Each of the
Federal-Mogul Parties represents and warrants to the other parties to this
Settlement Agreement that, as of the date of execution of this Settlement
Agreement and as of the Approval Date:


4.1.1.       Organization and Qualification.  It is a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation.


4.1.2.       Authority.  Subject only to Bankruptcy Court approval, it
has the requisite corporate power and authority to enter into this Settlement
Agreement, and, subject to the conditions set forth herein, to consummate the
settlement contemplated hereby and provided for herein.  The execution and delivery by it of this
Settlement Agreement have been duly authorized by all necessary corporate
action on its part.


4.1.3.       Enforceability.  This Settlement Agreement has been duly
executed and delivered by it and constitutes its legal, valid, and binding
obligation, enforceable against it in accordance with the terms hereof (except
as that enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors’ rights generally).



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4.2.          Representations and Warranties of MagneTek,
Inc. and MagneTek National Electric Coil, Inc.  MagneTek, Inc. and MagneTek National Electric
Coil, Inc. each represent and warrant to the other parties to this Settlement
Agreement that, as of the date of execution of this Settlement Agreement and as
of the effective date hereof:


4.2.1.       Organization and Qualification.  It is a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation.  (As noted in the recitals
hereto, the dissolution of MagneTek Controls occurred on March 4, 2002, with
all rights and responsibilities assumed by its sole shareholder, MagneTek,
Inc.)


4.2.2.       Authority.  It has the requisite corporate power and
authority to enter into this Settlement Agreement and, subject to the
conditions set forth herein, to consummate the settlement contemplated
hereby.  The execution and delivery by it
of this Settlement Agreement have been duly authorized by all necessary
corporate action on its part.


4.2.3.       Enforceability.  This Settlement Agreement has been duly executed
and delivered by it and constitutes its legal, valid, and binding obligation,
enforceable against it in accordance with the terms hereof (except as that
enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors’ rights generally).


V. TERMINATION


5.1           Termination of
Settlement Agreement.  This
Settlement Agreement shall terminate in its entirety solely as follows:


5.1.1.       By the mutual written consent of each of the
parties hereto at any time, with such termination to be effective as of the
date specified by the parties in such written consent;


5.1.2.       If
an order is entered dismissing the chapter 11 case of either of the
Federal-Mogul Parties at a time when the order(s) confirming the Plan or any
Modified Plan has not been entered and such dismissal order becomes a final,
non-appealable order;


5.1.3.       If
the chapter 11 case of either of the Federal-Mogul Parties is converted into a
proceeding under chapter 7 of the Bankruptcy Code;


5.1.4.       If
the Settlement Agreement is not approved by the Bankruptcy Court prior to or at
the Confirmation Hearing; or


5.1.5.       If
the Effective Date of the Plan, or the effective date for any Modified Plan,
does not occur by June 30, 2008; provided, however, that this deadline may be
extended by mutual written agreement of the parties to this Settlement
Agreement.


5.2.          Consequences of
Termination of Settlement Agreement. 
If this Settlement Agreement is terminated pursuant to Section 5.1
above, (a) this Settlement Agreement shall be of no further force and effect
and there shall be no liability or obligation under this Settlement Agreement
on the part of any party hereto, and (b) the rights, claims, interests and
defenses of each of the parties shall be reinstated and the releases shall be
revoked, without prejudice or validation, to the same extent that such rights,
claims, interests and defenses would have existed had this Settlement Agreement
not been executed or delivered.



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VI. GENERAL
PROVISIONS


6.1.          Trust Bound.  Without
limiting the obligations of the Federal-Mogul Parties under this Settlement
Agreement prior to the Effective Date of the Plan (or the effective date of any
Modified Plan), on the Effective Date of the Plan (or the effective date of any
Modified Plan), the Trust shall automatically be bound by the terms of this
Settlement Agreement without necessity of further action.


6.2.          Entire Agreement;
Amendment; Waivers.  This Settlement
Agreement and the rights and obligations of the parties hereunder (i) may not
be assigned (except by operation of law) without the prior written consent of
the non-assigning parties; and (ii) will be binding on and inure to the benefit
of each of the parties hereto and their respective successors and permitted assigns.  This Settlement Agreement is not intended,
and shall not be construed, deemed, or interpreted, to confer on any entity not
a party hereto any rights or remedies hereunder, except as otherwise provided
expressly herein.


6.3.          No Admissions.  This Settlement Agreement does not
constitute, and shall not be construed, interpreted, or otherwise read to
constitute an admission by any party hereto with respect to any of the claims
released herein or the disputes compromised herein.


6.4.          Severability.  If any provision of this Settlement Agreement
is determined by a court of competent jurisdiction to be invalid, illegal, or
unenforceable, in any respect, any such provision will be severed from this
Settlement Agreement, and the validity, legality, and enforceability of the
remaining provisions of this Settlement Agreement will not in any way be
affected or impaired thereby, it being intended by each party hereto that all
of the rights and privileges of all parties hereto will be enforceable to the
fullest extent permitted by applicable law.


6.5.          Construction.  This Settlement Agreement is the product of
arm’s-length negotiations between and among the parties regarding a compromise
of the disputes described herein.  Each
of the parties hereto has participated in the drafting of this Settlement
Agreement after consulting with counsel. 
It is the intent of the parties that no part of this Settlement
Agreement shall be construed against any other party because of the identity of
the drafter.


6.6.          Counterparts.  This Settlement Agreement may be executed in
two or more counterparts, each one of which shall be deemed an original, but
all of which together shall constitute one Settlement Agreement.


6.7.          Effectiveness.  This Settlement Agreement shall become
effective on the Approval Date.


6.8.          Notices.  Any notices required or permitted under this
Settlement Agreement must be in writing and will be deemed to be delivered and
received (i) when actually received by the party to whom notice is sent if
personally delivered, (ii) when sent by facsimile before 5:00 p.m.



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prevailing Eastern time
on a business day with a copy of such facsimile sent to the recipient by
reputable overnight courier service (charges prepaid) on the same day, (iii)
five (5) days after deposit in the U.S. mail, mailed by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one business day after
being sent to the recipient by reputable overnight courier service (charges
prepaid), in each case addressed to the appropriate party or parties, at the
address of such party or parties set forth below (or at such other address as
such party may designate by written notice to all other parties in accordance
with this Section 6.8):


To the
Federal-Mogul Parties:


Federal-Mogul Corporation


ATTN: General Counsel


26555 Northwestern
Highway


Southfield, MI 48034


Telephone: (248) 354-7055


Facsimile: (248) 354-8103


With a copy to:


Kenneth P. Kansa


Sidley Austin LLP


One South Dearborn Street


Chicago, IL 60603


Telephone: (312) 853-7000


Facsimile (312) 853-7036


To the MagneTek
Parties and MagneTek National Electric Coil, Inc.:


Jolene L. Shellman


VP Legal Affairs &
Corporate Secretary


Magnetek, Inc.


N49 W13650 Campbell Drive


Menomonee Falls, WI 53051


Telephone: (262) 703-4283


Facsimile: (262) 783-3509


With a copy to:


Clyde M. Hettrick


Dickstein Shapiro LLP


2049 Century Park East, Suite 700


Los Angeles, CA 90067-3109


Telephone: (310) 772-8300


Facsimile: (310) 861-0715



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To the ACC:


Peter Van N. Lockwood


Caplin & Drysdale, Chartered


One Thomas Circle, N.W.


Washington, DC 20005


Telephone: (202) 862-5000


Facsimile: (202) 429-3301


To the FCR:


Edwin J. Harron


Young Conaway Stargatt
& Taylor LLP


The Brandywine Building


1000 West Street, 17th Floor


Wilmington, DE 19801


Telephone: (302) 571-6600


Facsimile: (302) 571-1253


6.9.          Governing Law;
Jurisdiction.  This Settlement
Agreement and the rights and obligations of the parties hereto shall be
construed in accordance with the provisions of the Bankruptcy Code and, where
not inconsistent, the laws of the State of Delaware, without giving effect to
any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware.  With respect to any disputes under this
Settlement Agreement, until the Effective Date of the Plan (or the effective
date of any Modified Plan), each party hereto irrevocably (i) submits to the
exclusive jurisdiction of the Bankruptcy Court, and (ii) agrees that any and
all claims in respect of such dispute may be heard and determined in the
Bankruptcy Court.  From and after the
Effective Date of the Plan (or the effective date of any Modified Plan), each
party irrevocably (i) submits to the exclusive jurisdiction of the courts of
the State of Delaware, and (ii) agrees that any and all claims in respect of
such dispute may be heard and determined in the Bankruptcy Court.


6.10.        Exercise of Rights and
Remedies.  Except as this Settlement
Agreement otherwise provides, no delay or omission in the exercise of any
right, power, or remedy accruing to any party hereto as a result of any breach
or default hereunder by any other party hereto will impair any such right,
power, or remedy, nor will it be construed, deemed or interpreted as a waiver
of or acquiescence in any breach or default, or of any similar breach or
default occurring later; nor will any waiver of any single breach or default be
construed, deemed, or interpreted as a waiver of any other breach or default
hereunder occurring before or after that waiver.  No right, remedy or election any term of this
Settlement Agreement gives will be deemed exclusive, but each will be
cumulative with all other rights, remedies, and elections available at law or
in equity. In the event of a breach of this Settlement Agreement, the
non-breaching parties shall be entitled to all rights and remedies provided
under this Settlement Agreement, all rights and remedies available at law or in
equity (including specific performance), and the right to seek and recover
reasonable attorneys’ fees and expenses incurred or suffered in connection with
such breach.



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6.11.        Further Assurances.  From and after the date this Settlement
Agreement is executed, each party hereto shall use all reasonable efforts to
take, or cause to be taken, all appropriate actions, do or cause to be done all
things necessary under applicable laws, and execute and deliver such documents
and other papers as may be required to carry out the provisions of this
Settlement Agreement and to consummate, perform, and make effective the
settlement contemplated hereby.



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IN
WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement as
of the date first above written.


	
  FEDERAL-MOGUL CORPORATION

  	
   

  	
  MAGNETEK, INC. (For itself and for

  dissolved MagneTek Controls, Inc.)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ G.M. Lynch

  	
   

  	
  By:

  	
  /s/ David P. Reiland

  
	
  Name:

  	
  G.M. Lynch

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
  Title:

  	
  EVP-CFO

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
  FEDERAL-MOGUL PRODUCTS, INC.

  	
   

  	
  MAGNETEK NATIONAL ELECTRIC COIL,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Rozycki

  	
   

  	
  By:

  	
  /s/ David P. Reiland

  
	
  Name:

  	
  Robert C. Rozycki

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
  Title:

  	
  VP & Chief Tax Officer

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  OFFICIAL COMMITTEE OF ASBESTOS

  CLAIMANTS FOR FEDERAL-MOGUL

  CORPORATION AND FEDERAL-MOGUL

  PRODUCTS, INC.

  	
   

  	
  LEGAL REPRESENTATIVE FOR FUTURE

  ASBESTOS CLAIMANTS FOR FEDERAL-

  MOGUL CORPORATION AND FEDERAL–

  MOGUL PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter Van N. Lockwood

  	
   

  	
  By:

  	
  /s/ Edwin J. Harron

  
	
  Name:

  	
  Peter Van N. Lockwood

  	
   

  	
  Name:

  	
  Edwin J. Harron

  
	
  Title:

  	
  Counsel to the ACC

  	
   

  	
  Title:

  	
  Counsel

  



 



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