This Employment Agreement (this "Agreement"), dated as of January 10, 2001 and amended as of January 31,
2001, is entered into between Federal-Mogul Corporation, a Michigan corporation (the "Company"), and
Charles McClure (the "Executive").
WHEREAS, the Company desires to employ the Executive to serve as President and Chief Operating Officer of
the Company, and the Executive desires to be employed by the Company, upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the
Company and the Executive hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be
employed by the Company upon the terms and subject to the conditions contained in this Agreement. The term of
employment of the Executive by the Company pursuant to this Agreement (the "Employment Period") shall
commence on January 11, 2001 (the "Effective Date") and shall end on the second anniversary of the Effective
Date, unless earlier terminated pursuant to Section 4 hereof. The Executive's services shall be performed in the
Detroit, Michigan metropolitan area, subject to travel requirements consistent with his position.
2. Position and Duties; Responsibilities; Board Service. (a) Position and Duties. For the period ending on the
date which is 18 months following the Effective Date or such earlier date that the Executive is elected by the
Board of Directors of the Company (the "Board") as the Chief Executive Officer of the Company (the "Transition
Date"), the Company shall employ the Executive as its President and Chief Operating Officer. After the Transition
Date and until the expiration of the Employment Period, the Company shall employ the Executive as its Chief
Executive Officer. The Executive shall report to the Board and, prior to the Transition Date, the Chief Executive
Officer of the Company. During the Employment Perio