COMPANY MATCH REINSTATEMENT AGREEMENT
This Investment Program Company Match Reinstatement Agreement is established and is effective as of
December 31, 1994, by the Federal-Mogul Corporation, a corporation organized under the laws of the State of
1. Purpose of the Agreement
The purpose of this Agreement is to reinstate benefits for Employees of the Corporation whose company match
under the Investment Program is required to be reduced pursuant to any applicable provisions of law.
An Employee is eligible to receive a benefit under this Agreement if the Employee is eligible to receive a benefit
under the Investment Program.
3. Separate Accounting
A separate accounting is maintained for each Employee participating in this Agreement. Each Employee's accrued
benefit is equal to the Employee's vested account balance.
4. Credits to Accounts
The following amounts are credited to each eligible Employee's separate account under this Agreement.
A. Employees contributing to the Investment Program who are restricted from credits under the company match
feature due to Internal Revenue Code limits shall be eligible for reinstatement benefits.
B. Reinstatement benefits shall be equal to what the company match benefits would be, absent Internal Revenue
Service limits minus company match benefits eligible under the Investment Program.
C. Benefits under this Agreement shall be in the form of bookkeeping entries which will replicate an investment in
Federal-Mogul securities used to match Investment Program contributions.
D. Any annual limits on benefits in the Internal Revenue Code are disregarded in determining the size of credits
under this Section.
The vested percentage of an Employee's benefit under this Agreement is equal to the vested percentage of the
Employee's accrued benefit under the Investment Program. However, an Employee forfeits all benefits under this
Agreement if the